A recent Delaware Court of Chancery decision determined that the forum clause in the Tesla bylaws, after its redomestication in Texas, requiring derivative suits to be brought in Texas, would be upheld even though the lawsuits at issue were filed shortly before the Tesla shareholders approved the change and despite the suits being filed when
bylaws
Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Fanta Toure, a law clerk in the Delaware office of Lewis Brisbois, prepared this post.
The Supreme Court of Delaware issued a significant ruling in Kellner v. AIM Immunotech Inc., No. 2023-0879 (Del. Supr. July 11, 2024), addressing a legal challenge related to advance notice bylaws adopted by AIM Immunotech’s board in response…
Chancery Court bars dissident director nominees from the ballot for advance notice non-disclosure
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Chancery Court recently nixed a shareholder group’s bid to replace CytoDyn Inc.’s directors, finding that the COVID-19 drug developer’s incumbent board rightly rejected the dissidents’ fatally flawed…
Anthology of Blurbs About Recent Delaware Corporate and Commercial Decisions
By Francis Pileggi on
In a departure from the manner in which most cases have been highlighted on these pages, this post includes a collection of short blurbs about recent Delaware corporate and commercial decisions, identifying the key issues addressed, with a link to the whole opinion. This experimental approach to highlighting recent decisions was prompted by a combination…
Chancery Rules on Limits of Forum-Selection Clauses in Corporate Documents
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent seminal decision of the Delaware Court of Chancery must be included in the lexicon of every lawyer who wants to understand the boundaries of Delaware law on forum-selection clauses in corporate documents. In the case of Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Court determined that a…
Chancery Court Declines to Apply Fee-Shifting Bylaw Based on Timing of its Adoption
By Aimee Czachorowski on
Posted in Court of Chancery Updates
Today the Delaware Court of Chancery issued an opinion in Strougo v. Hollander, C.A. No. 9770-CB (Del. Ch. Mar. 16, 2015), on an issue of first impression. The Court did not decide the merits of the underlying complaint; the only issue before the Court on the narrow motion for partial judgment on the…
Supreme Court Decides SEC-presented Delaware Bylaw Issue
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
CA, Inc. v. AFSCME Employees Pension Plan, (Del. Supr., July 17, 2008), read opinion here.(Revised opinion dated August 15, 2008, available here.)
This Delaware Supreme Court decision has been anticipated by the corporate legal world with great interest since oral arguments were heard by Delaware’s High Court last week. My post with some background…