The Business Court Blueprint: Charter and Bylaw Drafting to Lock Shareholder Claims Into the New State Business Courts

Amelia X. Zhang, Partner | Norton Rose Fulbright US LLP

Amelia X. Zhang is a partner in the Corporate, M&A and Securities group at Norton Rose Fulbright US LLP in Houston. Her practice focuses on corporate governance, board advisory matters, shareholder engagement, public and private M&A, securities offerings and reporting, and international transactions. She advises corporations and their boards on governance and disclosure matters and also counsels clients on emerging corporate law and technology-related issues, including those involving artificial intelligence and large language models. Before joining private practice, Amelia served as managing counsel for M&A and securities and Assistant Corporate Secretary of a NYSE-listed company.

• Education & Credentials

Amelia earned her J.D. from the University of Texas School of Law, where she was a member of the Texas International Law Journal. She also holds an LL.B., cum laude, from Peking University, where she was named to the Dean’s List, and a B.A. in Economics from Peking University. She is admitted to practice in New York.

• Recognition & Leadership

Amelia has been recognized by Best Lawyers as an “Ones to Watch” in Corporate Governance and Compliance Law, Corporate Law, Mergers and Acquisitions Law, and Securities/Capital Markets Law from 2023 through 2026. The Legal 500 has recognized her as a Recommended Lawyer for M&A: middle-market ($500m–999m) from 2024 through 2026. In 2019, she was named Best Corporate Counsel (Rookie of the Year) at the Houston Corporate Counsel Awards by the Texas Lawbook and Association of Corporate Counsel.

• Professional Involvement

Amelia serves on the Audit Committee of the Board of Houston Ballet Company and is a member of the Society of Corporate Governance. She also has leadership roles with the Society of Corporate Governance and the Corporate Counsel Section of the Asian American Bar Association. In addition, she is involved with the Women’s Leadership Committee of the Asia Society Texas Center and is a member of the State Bars of Texas and New York. Amelia regularly speaks on corporate governance, artificial intelligence, technology-related risks, securities regulation, and cross-border business matters.

• Experience

Amelia advises corporations and their boards on corporate governance, board matters, shareholder engagement, and related general corporate matters, including joint ventures and international business reorganizations. Her experience includes advising public companies on corporate governance, securities reporting, proxy statements, Section 16 filings, and shareholder engagement. She also handles public and private M&A, securities offerings, and cross-border transactions, including stock-for-stock mergers, tender offers, de-SPAC transactions, IPOs, and other corporate transactions. Her practice has included work for companies in the technology, digital infrastructure, energy, healthcare, and other industries.

Ryan Meltzer, Partner | Norton Rose Fulbright US LLP

Ryan Meltzer is a partner in Norton Rose Fulbright US LLP’s Austin office and a member of the firm’s Regulations, Investigations, Securities and Compliance group. He represents and defends companies in shareholder litigation and other complex commercial and securities disputes, including breach-of-fiduciary-duty claims and M&A disputes. His litigation experience spans state and federal courts at both the trial and appellate levels.

• Education & Credentials

Ryan earned his J.D. from the University of Texas School of Law. While at UT Law, he was inducted into the Chancellors Honors Society and served as Grand Chancellor, a distinction reserved for the student with the highest GPA in the class through the second year. Following law school, he clerked for the Honorable Edward C. Prado of the United States Court of Appeals for the Fifth Circuit. Ryan is admitted to practice in Texas, before the U.S. Court of Appeals for the Fifth Circuit, and before the U.S. District Courts for the Northern, Western, Southern, and Eastern Districts of Texas.

• Recognition & Leadership

Ryan was selected for the Austin Bar Association/Austin Young Lawyers Association Leadership Academy in 2018. While at the University of Texas School of Law, he served as Grand Chancellor of the Chancellors Honors Society.

• Professional Involvement

Ryan contributes to Norton Rose Fulbright’s legal publications on securities, enforcement, and regulatory developments. His firm publications include co-authored Legal Updates addressing federal securities and enforcement issues, including developments involving federal securities fraud liability and federal public-corruption charges.

• Experience

Ryan’s practice focuses on complex commercial and securities litigation, including shareholder and whistleblower litigation, breach-of-fiduciary-duty claims, M&A disputes, intellectual property disputes, and regulatory enforcement matters. He has litigated matters in state and federal courts at both the trial and appellate levels and has appeared before the Securities and Exchange Commission, International Trade Commission, Consumer Financial Protection Bureau, and Financial Industry Regulatory Authority. His litigation practice is also informed by his experience as a Fifth Circuit law clerk and his substantial brief-writing experience across multiple areas of the firm’s practice.

SESSION 1 – Locking Down Shareholder Litigation: Charter and Bylaw Strategies for 2026 | Amelia Zhang, Ryan Meltzer | 12:00pm – 1:00pm

This session examines how corporations can use governing documents to shape where and how shareholder disputes are brought. Attendees will explore forum-selection provisions, exclusive-forum clauses, fee-shifting provisions, and other charter and bylaw tools, with attention to enforceability, drafting limitations, and recent developments in state corporate law and business-court litigation.

BREAK | 1:00pm – 1:10pm

SESSION 2 – When Shareholders Sue: Navigating the New State Business Courts | Amelia Zhang, Ryan Meltzer | 1:10pm – 2:10pm

This session focuses on the growing role of specialized state business courts and the practical implications for shareholder and corporate disputes. Attorneys will examine how forum selection, pleading strategy, jurisdiction, and governing-document provisions can affect litigation from the initial shareholder demand through dispositive motions and appeals.