Contracting Around Securities Litigation: Some Thoughts on the Scope of Litigation Bylaws

15 Pages Posted: 14 Sep 2015 Last revised: 14 Jan 2016

See all articles by Verity Winship

Verity Winship

University of Illinois College of Law

Date Written: September 14, 2015

Abstract

Corporate charter and bylaw provisions increasingly set the rules for shareholder litigation. This essay highlights a feature of these controversial provisions: the gradual expansion of their claimed scope. What started as a way to shape state-law litigation about corporate actors has expanded to reach almost all litigation among those actors, including federal securities litigation. This essay advocates limiting these provisions to the core category of state-law corporate governance and outlines how courts could implement this limit.

Note: The essay was written in honor of Professor Alan R. Bromberg's work across fields in business law as part of a symposium issue of the Southern Methodist University Law Review.

Keywords: shareholder litigation, derivative suits, securities litigation, litigation provisions, private ordering, ATP Tour, Boilermakers, fee-shifting, corporate charters, bylaws, Delaware

JEL Classification: K10, K22, K41

Suggested Citation

Winship, Verity, Contracting Around Securities Litigation: Some Thoughts on the Scope of Litigation Bylaws (September 14, 2015). 68 SMU L. Rev. 913 (2015) (Symposium in Honor of Professor Alan Bromberg), University of Illinois College of Law Legal Studies Research Paper No. 15-32, Available at SSRN: https://ssrn.com/abstract=2660238

Verity Winship (Contact Author)

University of Illinois College of Law ( email )

504 E. Pennsylvania Avenue
Champaign, IL 61820
United States
217-244-8161 (Phone)

HOME PAGE: http://law.illinois.edu/faculty-research/faculty-profiles/verity-winship/

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Downloads
60
Abstract Views
906
rank
418,659
PlumX Metrics