January 29, 2022

Volume XII, Number 29

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Delaware Legislature to Consider New Fee-Shifting Legislation

In April 29, 2015, Senator Bryan Townsend introduced legislation that would amend the Delaware General Corporation Law (DGCL) to ban fee-shifting bylaws for Delaware stock corporations (non-stock corporations would continue to be able to adopt fee-shifting bylaws). The bill, Senate Bill No. 75, would also confirm the Court of Chancery’s decision in Boilermakers Local 154 Retirement Fund v. Chevron Corp., 73 A.3d 934 (Del. Ch. 2013), by amending the DGCL to permit board-adopted bylaws designating Delaware as the exclusive forum for intra-corporate litigation. However, the bill would reject the Chancery Court’s decision in City of Providence v. First Citizens BancShares, Inc., 99 A.3d 229, 234 (Del. Ch. 2014), by prohibiting Delaware corporations from designating an exclusive forum other than Delaware for such claims.

As anticipated, the bill incorporates the amendments proposed by the Corporation Law Council this March. For more on that proposal, see “State Bar Council Proposes New Legislation for Delaware Fee-Shifting Ban and Delaware Court of Chancery Considers Fee-Shifting Bylaw.”

The bill has been assigned to the Delaware Senate Judiciary Committee.

We will continue to follow this legislation and keep you apprised of its status.

© 2022 Proskauer Rose LLP. National Law Review, Volume V, Number 126
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About this Author

Jonathan E Richman, Proskauer Rose law firm, litigation attorney
Partner

Jonathan Richman is a Partner in the Litigation Department and a co-head of the Securities Litigation Group. Jonathan has broad experience in a range of civil litigation matters, including securities litigation and investigations, shareholder derivative litigation, insurance sales-practices suits, antitrust litigation, bankruptcy proceedings, product-liability litigation, and employment and ERISA suits.

212-969-3448
Tanya J Dmitronow, Proskauer Rose Law Firm, Litigation Attorney
Partner

Tanya Dmitronow is a Partner in the Litigation Department and a member of the Firm’s White Collar Defense & Investigations and Securities Litigation Groups. Tanya focuses her practice on criminal and civil enforcement proceedings and securities and corporate governance litigation. She has a depth of experience in complex litigation matters, including securities class actions and related individual, ERISA and shareholder derivative suits.

212-969-3449
Rachel O. Wolkinson, Securities Litigation Attorney, Proskauer Law Firm
Associate

Rachel Wolkinson is an associate in the Litigation Department. Her practice focuses on complex litigation matters, including securities litigation and investigations, shareholder derivative litigation, and civil enforcement proceedings. She has represented companies in anti-corruption investigations due diligence and has advised companies on the development of Foreign Corrupt Practices Act and Office of Foreign Assets Control compliance programs.

Rachel represents clients in many different industries, including financial institutions, and energy...

202-416-5811
Stacey P. Eilbaum, Litigation Attorney, Proskauer Law Firm
Associate

Stacey Eilbaum is an associate in the Litigation Department. Her practice involves a variety of complex commercial litigation matters, including contract disputes, securities litigation, cross-border commercial disputes and domestic and international arbitration. Stacey has appeared in state and federal court and in proceedings before JAMS and the International Chamber of Commerce.

Stacey’s recent representations include an international arbitration based in London under the ICC Rules concerning indemnity provisions in a personnel supply...

212-969-3147
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