Tag Archives | J. Robert Brown Jr.

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…)

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SEC Fails to Appeal on Proxy Access

The SEC will not challenge the decision of the U.S. Court of Appeals for the District of Columbia Circuit, No. 10-1305, which struck down the agency’s rule to make it easier for shareowners to nominate directors to corporate boards. The announcement, made late on Tuesday by SEC Chairman Mary Schapiro, marks a major blow to large […]

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The Appearance of Legitimacy: Board Elections

Robert A. G. Monks is asking some fundamental questions on his blog and, at least so far, is responding to comments. That’s a rare phenomenon in the blogosphere. I urge readers to get involved in this dialogue (The Appearance of Reality: Shareholders & Ownership): The process by which directors are chosen is described as an […]

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