We've seen some interesting and potentially important developments in Delaware recently. Two of them affect how shareholders sue corporations.

 

You may think, "no way, not us!" Let us remind you that 98% of all deals in 2013 attracted at least one lawsuit. So, read on.

 

Delaware courts now allow companies to require all corporate litigation to proceed in a single specified state (exclusive forum). They also allow companies to require shareholders that lose a lawsuit to pay the company's costs (fee-shifting). The former doesn't bother us too much, while the latter could pose a problem, if companies pursue it further. Both illustrate the contractual nature of corporate bylaws.

 

Apple's Cash, a Further Accounting (10/21/14)

Does Corporate Law Require Shareholder Primacy? (10/14/14)

Finding BoD Candidates (10/7/14)

Annals of Investor Relations: Selective (Email) Disclosure at Conmed (9/30/14)

You can find other useful resources at the TAI website, including our research on "Effective Activism, on the Cheap", our new resource guide on activist investing data sources, our white paper with the basics on activist investing, and our new guides on exempt solicitation, consent solicitation, and special shareholder meetings. 

For further information, please contact:

Michael R. Levin
m.levin@theactivistinvestor.com
847.830.1479