Tag Archives | Delaware

John C. Coffee, Jr.

Fee-Shifting Bylaws: Race to the Bottom?

On May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014), holding that fee-shifting provisions in a Delaware non-stock corporation’s bylaws are not per se invalid. (more…)

Continue Reading ·
CII

CII Fall 2014 Conference: Part 3

This is first time I’ve attended a Council of Institutional Investors (CII) semi-annual conference. Already posted are CII Fall 2014 Conference: Part 1 and CII Fall 2014 Conference: Part 2. In part 3 a panel of experts discusses several legal developments during 2014 and Tim Koller, with McKinsey, discusses how to create growth for the long-term. Warning: I’m not an […]

Continue Reading ·

Review: Corporate Governance: Cases and Materials

This comprehensive case book sheds light on the complicated regulatory framework and the dynamic nature of laws on corporate governance in the United States. Chapters typically cover regulations promulgated by federal, state, and self-regulatory organizations. Corporate governance is examined through case law with ample discussion to provide context concerning evolving practices and normative concerns. In […]

Continue Reading ·

Strine as Chancellor

The Delaware Senate confirmed the governor’s appointment of Leo Strine, Jr. as the new Chancellor of the Delaware Court of Chancery. Strine has been a vice chancellor on the court for more than 12 years. I think he would have been anyone’s reasonable choice.  (Delaware Senate Confirms Strine as Chancellor., Delaware Corporate & Commercial Litigation […]

Continue Reading ·

Are Proxy Access Bylaws Legal?

The highly respected California attorney Keith Paul Bishop seems to think it could be argued, depending on the state of incorporation (Are Proxy Access Bylaws Legal?, Corporate and Securities Law, 12/8/2011). Most need no reminder that in 2009 Delaware enacted legislation, H.B. 19, 145th Gen. Assem. (Del. 2009), to explicitly authorize proxy access bylaws.  Tit. 8, Del. Code § […]

Continue Reading ·

Staggered Boards Tend to Reduce Firm Value: More Evidence

Bebchuk, Lucian A., Cohen, Alma and Wang, Charles C. Y., Staggered Boards and the Wealth of Shareholders: Evidence from a Natural Experiment (November 2010). Available at SSRN. Abstract follows: While staggered boards are known to be negatively correlated with firm valuation, such association might be due to staggered boards’ either bringing about or merely being […]

Continue Reading ·

End to Forum Shopping?

The always creative Joe Grundfest, a Stanford Law School professor and former SEC commissioner, proposes that public companies adopt charter provisions to select in advance the forum where shareholder litigation would occur… Delaware, in most cases. He argues: Forum selection clauses are common in commercial agreements. They are also broadly respected and readily enforced, even […]

Continue Reading ·

Review: Rethinking the Board's Duty to Monitor

In “Rethinking the Board’s Duty to Monitor: A Critical Assessment of the Delaware Doctrine,” to be published in 2011 in the Florida State University Law Review (current version available ssrn.com), Prof. Eric Pan of the Cardozo Law School substantially advances the discussion of how corporate governance needs to be improved in order to minimize the […]

Continue Reading ·

The Race Out of Delaware

Whether a race to the top or a race to the bottom, Delaware has long been the leading “brand” in attracting incorporations. However, researchers John Armour, Bernard Black and Brian Cheffins now find that over the past decade the proportion of corporate suits involving Delaware public companies filed in Delaware has dropped markedly. Since one […]

Continue Reading ·

CorpGov Bites

TheCorporateCouncil.net posted a transcript of a recent Webcast on the SEC’s new Proxy Disclosure requirement. Like always, they do an excellent job of sorting out issues for those getting into the weeds. RMG reports “The wave of new federal securities lawsuits related to the global credit crisis has finally subsided, down 7-24% depending on whose data […]

Continue Reading ·
The Failure of Corporate Law

The Failure of Corporate Law

Kent Greenfield’s The Failure of Corporate Law: Fundamental Flaws and Progressive Possibilities posits that corporation law shouldn’t be thought of as “private” law, which governs the relationships of individuals, but as a branch of “public” law, such as constitutional, tax, or environmental law. Corporations are sanctioned by the state and our goals for them should include […]

Continue Reading ·

Powered by WordPress. Designed by WooThemes