Contracting Around Securities Litigation

Research output: Contribution to journalArticlepeer-review


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.
Original languageEnglish (US)
Pages (from-to)913
Number of pages15
JournalSMU law review : a publication of Southern Methodist University School of Law
StatePublished - 2015


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


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