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The Delaware Bankruptcy Insider is a premier blog designed to bring its readers a comprehensive analysis of the latest Delaware corporate bankruptcy news and rulings. Brought to you by Ashby & Geddes, P.A.
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- Delaware Court of Chancery
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Recent Posts
- Getting Noticed in the Digital Age: Delaware Bankruptcy Court Finds Email Notice Satisfies Due Process but Not Rule 2002
- Third Circuit Reversal Paves the Way For NextEra to Potentially Recover Administrative Expenses Incurred in Connection With Failed Merger
- Delaware District Court Disagrees with Bankruptcy Court’s Ruling and Holds That Committee’s Challenge Rights Survived Entry of the Sale Order and Consummation of Sale
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UPDATE – Significant Changes to DGCL Enacted
After much debate and criticism, proposed legislation making significant changes to the Delaware General Corporation Law (the “DGCL”) – previously discussed here – has been signed by Governor Markell after being passed by the General Assembly, and is set to take effect on August 1, 2015. The amendments, which were proposed in Senate Bill 75, are notable in two ways: (a) they prohibit Delaware stock corporations from including bylaw provisions shifting legal fees and costs to stockholder-plaintiffs in the event of unsuccessful litigation relating to an “internal corporate claim”; and (b) they permit Delaware corporations to… Read More
Significant Fee-Shifting and Forum Selection Amendments Proposed to the DGCL
The Corporation Law Council, a committee of the Delaware State Bar Association that drafts recommendations for amendments to the DGCL on an annual basis, has proposed text of a bill to amend the Delaware General Corporation Law (the “DGCL”) in considerable ways. The proposal—which is, in large part, a reaction to recent decisions of the Delaware Supreme Court and Delaware Court of Chancery—seeks to limit the impact of fee-shifting provisions that arise in the event of unsuccessful stockholder derivative suits, as well as permit Delaware corporations to include forum selection provisions in their organizational documents with certain limitations.
First,… Read More
Fee-Shifting Provision in a Non-Stock Corporation’s Bylaws Can Be Valid and Enforceable Under Delaware Law
ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534, 2013 (Del. May 8, 2014)
On May 8, 2014, the Delaware Supreme Court addressed the validity of a fee-shifting provision in a Delaware non-stock corporation’s bylaws, holding that such a provision can be valid and enforceable under Delaware law if adopted by the appropriate corporate procedures and for a proper corporate purpose.
The fee-shifting issues considered by the Supreme Court in ATP Tour came in the form of certified questions from the Delaware District Court. The District Court has presided over disputes between ATP Tour, Inc…. Read More