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Corporate Alert: 2015 Proxy Season: Should Companies Propose Exclusive Forum and Fee-Shiftin…

December 18, 2014

Corporate Alert: 2015 Proxy Season: Should Companies Propose Exclusive Forum and Fee-Shifting Charter Amendments at Their 2015 Annual Shareholder Meetings?

Summary: The 2015 proxy season is just a few months away. It was about 18 months ago that the Delaware Court of Chancery upheld exclusive forum bylaws as facially valid in Boilermakers Local 154 Ret. Fund v. Chevron Corp.1 In May of this year, the Delaware Supreme Court upheld the facial validity of a fee-shifting bylaw for a Delaware non-stock corporation in ATP Tour, Inc. v. Deutscher Tennis Bund.2 The following sets forth a few considerations to help companies evaluate whether to propose charter amendments for either or both provisions at their 2015 annual stockholder meetings.

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Nicholas O'Keefe
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Download: Corporate Alert (pdf 397480 bytes)