November 11, 2013

More Exclusive Forum Litigation: This Time It’s Charters

Check out this blog by Prof. Brian Quinn about a lawsuit filed against Edgen Group, a Delaware corporation with an exclusive forum provision in its charter. I agree with Brian – it’s hard to imagine that this litigation will wind up with a different result than in the Chevron/FedEx case

In the wake of the plaintiffs voluntarily dismissing their appeal in the Chevron/FedEx case, many are wondering what they should be doing now. I just calendared a new webcast – “Exclusive Forum Bylaws: What Now?” – featuring Wilson Sonsini’s David Berger, Chevron’s Lydia Beebe, Davis Polk’s Ning Chiu and Bill Kelly and Wachtell Lipton’s Ted Mirvis. Tune in!

Webcast: “Audit Committees in Action: The Latest Developments”

Tune in tomorrow for the webcast – “Audit Committees in Action: The Latest Developments” – during which PCAOB Board Member Jay Hanson, Morgan Lewis’ Linda Griggs, Home Depot’s Stacy Ingram and Deloitte’s Bob Kueppers will analyze all the latest developments impacting the audit committee.

Two Words To Add To Your Legal Vocabulary: You Ever “Argufy” Before the Delaware Supreme Court?

A while back, Keith Bishop blogged this in his “California Corporate & Securities Law” Blog: Recently, I received a notice from the Delaware Supreme Court informing me that a case in which one of my clients is a party has been called for argument. The notice asked that the enclosed “oral argument scheduling acknowledgment form” be completed and returned. I was immediately struck by the signature block which calls for the signature of the “Argufier or Local Counsel’s Signature”. I must confess that this is the first time in nearly 30 years of legal practice that I’ve come across the word “argufier.” In fact, I could find only one reported decision in any state or federal court that actually uses the word:

My Brothers note that not “a single applicable case” has been cited to the point “that judges performing forming like functions must receive the same salaries.” Here I cannot resist noting — for the amusement and possible enlightenment of readers in other States — that this is a peculiarly hearty old wheeze of Michigan trial courts (Michigan’s magniloquent own, so to speak). True, it is now hoary and shopworn. Yet it remains an occasional favorite of elder argufiers when they have no authority, and no reasoning of their own, with which to impress the wide-eyed attenders of periodic assizes.

Taylor v. Auditor General, 103 N.W.2d 769, 786 (Mich. 1960) (Black, J. Dissenting).

Another word that I sometimes run into is “amote,” which means to remove someone, such as a corporate director, from office. See In Re Burkin, 1 N.Y.2d 570, 572 (1956) (“At common law, stockholders have the traditional inherent power to remove a director for cause which is known as ‘amotion’.”) When I see “amote,” however, I think of love, not the unpleasant business of kicking someone out of office. I think of love because “amote” looks like the etymologically unrelated Latin phrase, “amo te”.

In Latin, “amo te” means “I love you.” Thus, whenever I see the word “amote”, I’m reminded of the story of Dr. Fell who was the Dean of Christ Church, Oxford in the 17th century. The story goes that an errant student had been called into Dr. Fell’s office to face possible expulsion. Dr. Fell offered the student absolution if the student could translate on the spot this epigram from the Roman poet Martial: “Non amo te, Sabidi, nec possum dicere – quare; Hoc tantum possum dicere, non amo te.” The student immediately gained pardon with the following translation:

I do not love thee, Dr Fell,
The reason why I cannot tell;
But this I know, and know full well,
I do not love thee, Dr Fell.

Robert Louis Stevenson makes a brief allusion to Dr. Fell in Chapter 2 of his book, Dr. Jeckyll and Mr. Hyde, and Hannibal Lecter uses the alias “Dr. Fell” in the 2001 film, Hannibal.

– Broc Romanek