Where to Pick a Fight: The Brave New World of Forum Selection Clauses and Shareholder Litigation
January 16, 2014 7:30am - 9:30am
7:30 - 8:00 am: Continental Breakfast
8:00 - 9:30am: Program
Shareholder derivative lawsuits have long been a challenge for directors of publicly traded companies, particularly when such lawsuits are filed in multiple states. The relatively recent advent of the concept of exclusive jurisdiction in Delaware, however, would seem to reduce the potential for such litigation chaos. However, for a minority of companies, the exclusive jurisdiction provisions may do harm rather than good. Moreover, while the concept has survived an initial challenge in Delaware courts, the Delaware Supreme Court has yet to formally opine on it; and other states may not take kindly to being deprived of jurisdiction, irrespective of the ruling of a Delaware court. As boards and directors are confronted with the question of whether to adopt an exclusive jurisdiction proposal or stand on the sidelines, but risk continued multi-state litigation, what factors should directors consider as part of their exercise of fiduciary responsibility?
Joe Grundfest is a professor of law and business at Stanford. He is a nationally prominent expert on capital markets, corporate governance and securities litigation. He launched Stanford Law School's executive education programs and continues to co-direct Directors' College, the nation's leading venue for the continuing professional education of directors of publicly traded corporations. He is also a senior faculty member with the Rock Center for Corporate Governance.
As a partner at DLA Piper, Ed Batts counsels publicly traded companies in complex mergers and acquisitions, corporate governance and public offerings. He has particular experience with cross-border transactions, public/public mergers, tender offers and going private transactions. Ed advises on board matters and public reporting obligations, including activist investor situations, stockholder proposals and accounting related issues. In addition, he has regularly represented registrants and underwriters in primary and secondary equity offerings.
David Berger is a partner at Wilson Sonsini Goodrich & Rosati and a member of its board of directors as well as chair of its policy committee. David is also chair of the pro bono committee and serves on the board of the firm's venture capital fund. David is a leader in corporate governance practice. He specializes in representing officers, directors and shareholders in corporate control contests and mergers and acquisitions. David has litigated and tried several of the leading corporate governance and takeover cases, including leading several trials in the Delaware Court of Chancery and arguing cases in the Delaware Supreme Court.
Kristen Savelle is a research fellow with the Rock Center for Corporate Governance at Stanford Law School. Prior to joining the Rock Center, she was a litigation associate at Quinn Emanuel Urquhart & Sullivan, LLP. Kristen graduated Order of the Coif from UC Berkeley School of Law.
David Lisi is a partner in DLA Piper's litigation group. He represents US and international technology companies and their officers and directors in complex commercial litigation matters with a special emphasis on merger and corporate governance litigation and counseling and on privacy compliance and litigation matters. David also serves as independent counsel conducting special investigations for audit committees and special litigation committees for Silicon Valley and international clients in connection with corporate governance and Foreign Corrupt Practices Act issues.