A Template For Tamping Down Corporate Activism

Law360, New York (July 8, 2013, 4:04 PM EDT) -- Until recently, no court had squarely addressed whether a company may require its shareholders to arbitrate (rather than litigate) their claims based on an arbitration provision contained only in the company’s bylaws and never expressly approved by its shareholders. While courts in Delaware have implied that such bylaws may be enforceable,[1] the Circuit Court of Maryland in Baltimore City is the first to squarely address this issue.

On May 8, 2013, the Maryland court in Corvex Management LP v. CommonWealth REIT[2] set out to decide “whether...
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