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Forum Selection Bylaws Are Best Considered On A Clear Day

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

Forum Selection Bylaws–More Good News

Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected...more

Bylaw of Delaware Corporation Providing for Exclusive Forum in North Carolina Upheld

In City of Providence v. First Citizens Bancshares, Inc., C.A. No. 9795 (Del. Ch. Sep. 8, 2014), Delaware Chancellor Bouchard upheld a bylaw adopted by the board of directors of a corporation incorporated in Delaware...more

The Delaware Court Of Chancery Can See Forever On A Clear Day (Even To North Carolina)

I don't usually write about decisions from the Delaware Court of Chancery because it's rare for that Court to even mention North Carolina. But a decision by that Court this week -- in City of Providence v. First Citizens...more

Delaware Court of Chancery Upholds North Carolina "Exclusive Forum" Bylaw

In a closely-watched case with implications for corporations across the nation, Chancellor Andre Bouchard of the Delaware Court of Chancery has issued an opinion enforcing a forum-selection bylaw that requires intra-corporate...more

Recent Decision Confirms That Forum Selection Bylaws Are Best Considered on a Clear Day

“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more

Courts Differ on Enforceability of Unilaterally Adopted Forum Selection Bylaws

While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite conclusions on whether such bylaws, when unilaterally adopted by a board of...more

Delaware Court of Chancery Upholds North Carolina Forum Selection Bylaw for Delaware Corporation

Yesterday, in City of Providence v. First Citizens BancShares, Inc., Chancellor Andre Bouchard of the Delaware Court of Chancery held in a case of first impression that the board of a Delaware corporation may validly adopt a...more

Forum Selection Bylaws Help Combat Multijurisdictional Shareholder Litigation: State Courts are Increasingly Upholding Forum...

When almost 98 percent of takeover transactions valued at more than $100 million result in shareholder litigation, and often such transactions are the subject of multiple lawsuits filed in multiple jurisdictions, it is no...more

Oregon State Court Refuses to Enforce Forum Selection Bylaw

In Roberts v. TriQuint Semiconductor, Inc., No. 1402-02441 (Cir. Ct. Or. Aug 14, 2014), an Oregon state court, breaking with state courts in California, Illinois, New York and Texas, held that the bylaw of a Delaware...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

Federal Court Rules Boilermakers Didn’t Decide All Issues And Orders Company To File A Form 8-K

At first glance, the plaintiff’s position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation’s adoption of an...more

A Shot In A Mug Of Beer May Not Be The Answer To This Exclusive Forum Bylaw Case

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement. As night follows day, litigation ensued. At least 12 class action complaints were filed by alleged stockholders of...more

Update Regarding Chevron Forum Selection Litigation: Chevron Requests Delaware Supreme Court Certification

As discussed below, on June 25, 2013, the Delaware Court of Chancery upheld the facial validity of forum selection bylaws unilaterally adopted by the boards of directors of Chevron Corporation and FedEx Corporation. In...more

Is It Time to Adopt a Forum Selection Bylaw?

The boards of all public companies should consider adopting a forum selection bylaw, if they have not already put one in place. The purpose of such a provision is to designate an exclusive venue for stockholder derivative...more

Trends in Exclusive Forum Bylaws: They're Valid, Now What?

For Delaware corporations facing a rising tide of strike suits, the Delaware Court of Chancery’s June 25, 2013 Boilermakers decision upholding the validity of “exclusive forum” bylaws adopted by Chevron Corporation and FedEx...more

Bernstein Shur Business and Commercial Litigation Newslette #31

We are pleased to present the 31st edition of the Bernstein Shur Business and Commercial Litigation Newsletter. This month, we highlight cases and news addressing the inclusion of binding forum selection clauses in corporate...more

Delaware Court Upholds Exclusive Forum-Selection Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld bylaws adopted by the boards of directors of Chevron Corporation and FedEx Corporation that designated Delaware as the exclusive forum for...more

Valid and Enforceable: Delaware Corporation Bylaws With Forum Selection Clauses

The Delaware Court of Chancery, in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013), has ruled that forum selection bylaws, bylaws providing for litigation to be in a...more

Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, in a judicial development that should ease the burden of multi-jurisdiction litigation, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery held that forum selection bylaws adopted by the...more

Delaware Court of Chancery Upheld Enforceability of Bylaws with Forum Selection Clauses Unilaterally Adopted by Board of Directors

In Boilermakers Local 154 Retirement Fund v. Chevron Corp., C.A. No. 7220-CD, 2013 WL 3191981 (Del. Ch. June 25, 2013), the Delaware Court of Chancery dismissed facial challenges to the validity of corporate bylaws that...more

Delaware Court of Chancery Upholds Forum Selection Provisions in Board-Adopted Bylaws

On June 25, 2013, Chancellor Strine of the Delaware Court of Chancery upheld the statutory and contractual validity of bylaws adopted by a corporation's board of directors that specifically designate an exclusive forum for...more

Delaware Chancery Court Upholds Forum Selection Bylaws

The Delaware Chancery Court held on June 25 that forum selection bylaw provisions, which purport to control the forum in which certain litigation relating to a corporation must be brought, are statutorily and contractually...more

Boilermakers Local 154 Ret. Fund v. Chevron Corp., C.A. No. 7220-CS (Del. Ch. June 25, 2013) (Strine, C.) & IClub Inv. P’ship v....

The Delaware Court of Chancery held that bylaw provisions unilaterally adopted by a Delaware corporation’s board of directors and providing that Delaware is the exclusive forum for resolution of certain disputes involving the...more

Chancellor Strine Issues Important Decision Validating Board Adoption of Forum Selection Clause in Bylaws

On June 25, 2013, Delaware Chancellor Strine issued a fulsome opinion upholding the power of Delaware boards to amend corporate bylaws to include binding forum selection provisions. ...more

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