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    Why Are Stockholders Of A Nevada Corporation Invoking The DGCL?

    When the minority stockholders of a Nevada corporation, Scientific Games Corporation sued the company’s controlling stockholder and members of its allegedly “handpicked” board of directors for breaches of fiduciary duty and violations of the...

    nevada corporation, Bylaws, exclusive forum

    Come Now, Venue Is Not A Forum

    At the end of last year, a plaintiff filed a verified class action in the Delaware Court of Chancery seeking a judgment declaring invalid provisions included in the certificates of incorporation of three different companies "purporting to require...

    exclusive forum, forum selection

    Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of "May"

    No California appellate court has yet addressed the validity of forum selection bylaws in a published decision.  When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations...

    Section 3513, Bylaw, Choice of Law/Conflict of Law, Civil Code, Corporations Code, exclusive forum, liability of director, Section 2116, waiver

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