Publication Date
2015
Document Type
Paper
Keywords
Liability on a stockholder, Attorneys’ fees, internal corporate claims
Abstract
The Delaware legislature has taken steps towards the adoption of amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee shifting provisions in the articles and bylaws. The language in the legislative proposal, however, addresses fee shifting provisions only in the context of "internal corporate claims." Some have raised concerns that this language would allow for fee shifting provisions that applied to other types of actions, including at least some cases brought under the securities laws.
This piece suggests that in fact the Delaware General Corporation Law already prohibits the adoption of bylaws and certificate provisions that apply to causes of action unrelated to internal corporate claims. As a result, there was no reason for the Delaware legislature to expressly bar fee shifting provisions in these types of actions.
Copyright Statement / License for Reuse
This work is licensed under a Creative Commons Attribution 4.0 International License.
Publication Statement
Copyright held by the author. User is responsible for all copyright compliance.
Rights Holder
J. Robert Brown Jr.
Provenance
Received from author
File Format
application/pdf
Language
English (eng)
Extent
4 pgs
File Size
299 KB
First Page
12
Last Page
15
Recommended Citation
54 Bank and Corporate Governance Law Reporter 4 (2015)