24 companies have adopted fee-shifting bylaws since May, according to Professor John Coffee in his testimony before the SEC Investor Advisory Committee. … Professor Coffee criticizes fee-shifting bylaws for being generally one-sided, reimbursing successful defendants but not successful plaintiffs, unlike the English Rule.
It appears that the SEC has not weighed in on fee-shifting bylaws so far. As described in this Reuters blog, at least two IPOs with fee-shifting provisions have been completed. There has been criticisms not only about the substance of those provisions, but also the disclosure surrounding their existence.
- Negotiating Specific Performance and Other Remedies in M&A Deals
For the reasons explained below, I conclude that it is not reasonably i nferable from the complaint that KKR was a controlling stockholder of KFN or that a majority of the KFN board was not disinterested or independent . I also conclude that, even if the majority of the KFN board was not disinterested or independent, business judgment review still applies because the merger was approved by a majority of disinterested KFN stockholders in a fully informed vote . Thus, all three claims in the complaint will be dismissed for failure to state a claim upon which relief can be granted
一度は，裁量上訴が認められたPublic Employees’ Retirement Sys. v. Indymac MBS, Inc., et al.ですが，2014年9月29日に，上訴棄却になりました。
via Kevn M. LaCroix