Add to ORKGBoth praise and controversy surround director-adopted bylaws that affect shareholders\u27 litigation rights. Recent bylaws specify an exclusive forum for litigation of corporate governance claims, limit shareholder claims to resolution through arbitration, and (most controversially) impose a one-way regime of fee shifting on shareholder litigants. To one degree or another, courts have legitimated each development, while commentators differ in their assessments. This Article brings into clear focus issues so far blurred in debates surrounding these types of bylaws. Focusing on forum-selection bylaws, and on Delaware precedents, I argue that beginning from the standpoint of common law agency reveals the attenuated and incoherent concept of co...
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corpora...
As Delaware corporate law confronts the twenty-first-century global economy, the state\u27s legislat...
Delaware sets the governance standards for most public companies. The ability to attract corporation...
Both praise and controversy surround director-adopted bylaws that affect shareholders\u27 litigation...
Boards and shareholders are increasing using charter and bylaw provisions to customize their corpora...
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corpo...
Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board...
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have ...
Observers note a trend of shareholder lawsuits migrating out of Delaware. This trend is a manifestat...
This article argues that Delaware corporate law permits shareholders to use bylaws to circumscribe t...
Recently, courts have embraced the contractarian theory that corporate charters and bylaws constitut...
In a state where the number of registered corporate entities outnumbers the population, Delaware’s s...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...
This article analyzes a private ordering solution to multiforum shareholder litigation: exclusive fo...
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and manage...
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corpora...
As Delaware corporate law confronts the twenty-first-century global economy, the state\u27s legislat...
Delaware sets the governance standards for most public companies. The ability to attract corporation...
Both praise and controversy surround director-adopted bylaws that affect shareholders\u27 litigation...
Boards and shareholders are increasing using charter and bylaw provisions to customize their corpora...
Solomon-like, the Delaware legislature in 2015 split the baby by amending the Delaware General Corpo...
Much like hostile tender offers in the 1980s and 1990s, shareholder bylaws purporting to limit board...
Corporate governance mechanisms designed to ensure that managers act in shareholders’ interest have ...
Observers note a trend of shareholder lawsuits migrating out of Delaware. This trend is a manifestat...
This article argues that Delaware corporate law permits shareholders to use bylaws to circumscribe t...
Recently, courts have embraced the contractarian theory that corporate charters and bylaws constitut...
In a state where the number of registered corporate entities outnumbers the population, Delaware’s s...
Over recent decades, shareholders in public corporations have increasingly sought to augment their o...
This article analyzes a private ordering solution to multiforum shareholder litigation: exclusive fo...
Corporate bylaws are the new leading edge of a decades-long struggle between shareholders and manage...
In less than a decade, Delaware’s legislature has overruled its courts and reshaped Delaware corpora...
As Delaware corporate law confronts the twenty-first-century global economy, the state\u27s legislat...
Delaware sets the governance standards for most public companies. The ability to attract corporation...