Proxy Battles
CNBC's Sue Herera interviewed Neal Gerber Eisenberg partner and Corporate Governance chair, Claudia H. Allen, live on their "Power Lunch" segment, February 26, 2007.

Delaware Corporations Continue to Deploy Forum Selection Clauses to Counter Forum Shopping

In response to concerns that the plaintiffs' bar is suing Delaware corporations "anywhere but Delaware," an increasingly large number of Delaware corporations have adopted charter or bylaw provisions requiring that derivative actions, fiduciary duty claims and other intra-corporate disputes be litigated exclusively in the Delaware Court of Chancery. These concerns are particularly acute in connection with the announcement of M&A transactions. Claudia H. Allen, chair of the Corporate Governance Practice Group, has published a January 2012 update of her Study of Delaware Forum Selection in Charters and Bylaws.

Claudia Allen’s Forum Selection Study Widely Cited in Media, Legal Community

Corporate Governance practice chair Claudia H. Allen’s “Study of Delaware Forum Selection in Charters and Bylaws” has been widely cited in the media and legal community since its publication in April 2011. The study, which examined Delaware forum selection in charters and bylaws, analyzed 82 exclusive Delaware charter and bylaw forum selection provisions adopted (or in the process of being adopted) as of April 7, 2011 and the legal issues associated with such provisions.

Updated Study of Majority Voting in Director Elections Released

Corporate Governance practice group chair Claudia H. Allen conceived and directed a longitudinal study of majority voting in director elections in 2006. Her landmark study, which has been widely cited, examined how and why companies were responding to the majority vote movement over time, and the trends revealed by their responses.

Claudia H. Allen

Partner
callen@ngelaw.com
T: (312) 269-8406
F: (312) 750-6413

Claudia H. Allen chairs Neal Gerber Eisenberg’s Corporate Governance Practice Group.  She provides on-going counsel to boards, management and investors in public and private companies with respect to corporate governance matters and related issues, such as shareholder activism, anti-takeover measures and fiduciary duties. Her practice also focuses on transactional matters, including private and public mergers and acquisitions and securities matters.

Claudia conceived and directed longitudinal studies of forum selection provisions in charters and bylaws (2010-12) and majority voting in director elections (2006-07). Her landmark studies and the trends they reveal have been widely cited. Claudia’s perspective and depth of knowledge on governance issues has made her a sought-after commentator and author for notable publications, including The Wall Street Journal, The New York Times, The Financial Times, The Washington Post, Handelsblatt (Germany), Nikkei (Japan), The Independent (London) and The Harvard Law School Forum on Corporate Governance and Financial Regulation. She has also appeared on CNBC’s Power Lunch and Squawk on the Street.

Claudia is a recognized speaker on issues relating to corporate governance, having made presentations to organizations including the American Bar Association, the Association of Corporate Counsel, Institutional Shareholder Services’ Governance Exchange, the Minority Corporate Counsel Association and the Society of Corporate Secretaries & Governance Professionals.

Claudia is an appointed member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association. The Committee on Corporate Laws has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states. Claudia chairs the Committee’s task force on public company preferred stock. She served as Chairman of the 30th Annual Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern University Law School (2010) and has been a speaker and member of the Planning Committee for the Institute since 2007. Claudia is also a member of the Advisory Board for BNA’s Corporate Accountability Report.

Claudia is a member of The Chicago Bar Association, the American Bar Association, Section of Business Law and The Association of the Bar of the City of New York.

Claudia has been selected by her peers for inclusion in The Best Lawyers in America.

Education

  • Columbia University School of Law (J.D., 1986), James Kent Scholar, Harlan Fiske Stone Scholar, teaching fellow
  • Yale University (B.A., 1982), magna cum laude

Bar Admissions

  • New York, 1987
  • Illinois, 1994