Corporate Governance

Delaware Court of Chancery Finds Supermajority Director Removal Bylaw Invalid

The Delaware Court of Chancery recently invalidated a corporate bylaw provision requiring 66 ⅔ percent of the voting power...

Signing Contracts Under Seal: Not Just An Ancient Relic

Signing a contract under corporate seal. It can sound like a formality of a bygone era, but in some...

FTC Increases HSR Act Reporting Thresholds

The Federal Trade Commission recently revised the reporting thresholds for the Hart Scott Rodino Antitrust Improvements Act of 1976,...

Delaware Supreme Court Revives Zynga Suit, Provides Guidance On Director Independence

The Delaware Supreme Court recently revived a lawsuit against the controlling shareholder of Zynga Inc. and other board members...

Feb 3 · 3 min read >

Delaware Court Finds Paylocity’s Fee-Shifting Bylaw Invalid

On Dec. 27, 2016, the Delaware Court of Chancery invalidated a fee-shifting bylaw adopted by payroll service provider Paylocity...

Courts Gives Online Retailers Hope Amid Wave Of TCCWNA Lawsuits

We saw an explosion of lawsuits in 2016 alleging that retailers and other businesses were violating the New Jersey...

Facebook Beats TCCWNA Claims With California Choice-Of-Law Clause

Facebook recently beat a class action lawsuit that claimed its Terms of Service violated New Jersey’s consumer protection law,...

Jan 20 · 1 min read >

CAFC Decision A Reminder Of Potential Issues With Intent-To-Use Trademark Applications

Intent-to-use (ITU) trademark applications are trademark or service mark applications filed with the U.S. Patent and Trademark Office based...

Appeals Court Finds MP3 Company Lost DMCA Safe Harbor Protection

As discussed here, the Digital Millennium Copyright Act has “safe harbor” provisions that protect internet service providers and website...

SEC Adopts Changes To Form ADV, Recordkeeping Requirements For Investment Advisers

Investment advisers will be required to provide more information about various aspects of their separately managed account (SMA) business,...