Staying in the Delaware Corporate Governance Lane: Fee Shifting Bylaws and a Legislative Reaffirmation of the Rules of the Road

The Delaware legislature has taken steps towards the adoption of amendments to the Delaware General Corporation Law (DGCL) that would prohibit fee shifting provisions in the articles and bylaws. The language in the legislative proposal, however, addresses fee shifting provisions only in the context of "internal corporate claims." Some have raised concerns that this language would allow for fee shifting provisions that applied to other types of actions, including at least some cases brought under the securities laws. This piece suggests that in fact the Delaware General Corporation Law already prohibits the adoption of bylaws and certificate provisions that apply to causes of action unrelated to internal corporate claims. As a result, there was no reason for the Delaware legislature to expressly bar fee shifting provisions in these types of actions.

The Environmental Costs of Automobile-Centric Transportation Planning

Since the passage of the Federal-Aid Highway Act of 1956, the automobile has become the primary form of transportation on the Mississippi Gulf Coast. As the rate of motor vehicle use continues to rise faster than population growth, the benefits of the current transportation system are coming at a price that rivals annual household expenditures for housing. Furthermore, the automobile-centric transportation system incurs environmental costs. Carbon dioxide emissions, motor fuel use, health care costs for chronic illness, and the loss and impairment of natural resources due to sprawling development, continue to escalate. This project analyzes the environmental costs associated with automobile-centric planning for the urbanized area of the Mississippi Gulf Coast and compares these costs to those of alternative transportation modes.