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Karen B. Skomorucha Owens, Esq.
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Showing posts in Forum Selection Bylaws

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