Litigation Rights and the Corporate Contract

Book Chapter in: The Corporate Contract in Changing Times (U. Chicago Press, 2017), Forthcoming

University of Illinois College of Law Legal Studies Research Paper No. 17-15

20 Pages Posted: 8 Feb 2017 Last revised: 10 Feb 2017

See all articles by Verity Winship

Verity Winship

University of Illinois College of Law

Date Written: February 8, 2017

Abstract

Are corporate charters and bylaws contracts? What is the scope or subject matter of the corporate contract? Is access to litigation part of the bundle of rights that shareholders purchase when they buy shares in a corporation? This book chapter, “Litigation Rights and the Corporate Contract,” examines how one controversial innovation has pushed courts and legislatures to address these fundamental questions about the nature and scope of the corporate contract. That innovation was the use of corporate charter provisions and bylaws to set the rules for resolving internal disputes, especially for shareholder litigation. The emergence of exclusive forum and fee-shifting bylaws pushed lawmakers to be newly explicit about the role of corporate organizational documents. The questions and initial answers have broad implications, reaching all of the ways charters and bylaws define the relationships within the corporation. The emergence of dispute resolution provisions made them express and potentially urgent.

Keywords: corporate, bylaws, charter, exclusive forum, fee-shifting, Boilermakers, ATP, corporate contract, shareholder litigation, shareholder consent

JEL Classification: K12, K20, K22

Suggested Citation

Winship, Verity, Litigation Rights and the Corporate Contract (February 8, 2017). Book Chapter in: The Corporate Contract in Changing Times (U. Chicago Press, 2017), Forthcoming; University of Illinois College of Law Legal Studies Research Paper No. 17-15. Available at SSRN: https://ssrn.com/abstract=2913745

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/

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