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Reexamining the Enforceability of Forum-Selection Provisions

Forum-selection provisions have become an increasingly common tool for managing corporate litigation risks. By including these provisions in their charters or bylaws, corporations can designate an exclusive forum — most...more

En Banc Panel of the Ninth Circuit Affirms Dismissal of Derivative Suit Based on Forum-Selection Clause

In a recent 6-5 ruling, an en banc panel of the Ninth Circuit affirmed the dismissal of a derivative suit asserting Exchange Act violations against The Gap, Inc. and its directors. The district court had dismissed the suit —...more

Ninth Circuit Agrees To Rehear Derivative Suit Previously Dismissed Based on Forum Selection Bylaw

The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more

9th Circuit Affirms Dismissal of Derivative Suit in Favor of Forum Selection Clause Designating Delaware Court of Chancery as...

As we have previously discussed, Lee v. Robert J. Fisher et al., Case No. 20 Civ. 6163 (N.D. Ca.), is one of a growing number of derivative lawsuits brought against public companies (in this case, The Gap Inc.) alleging...more

California Appellate Court Affirms Lower Court Decision Enforcing Federal Forum Selection Clause in Company’s Charter

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

Seventh Circuit Denies the Enforceability of Boeing’s Forum-Selection Bylaw, Reviving Derivative Suit

As discussed in a previous client alert, The Boeing Company (Boeing) has faced shareholder litigation arising from the fatal crashes of two 737 MAX airplanes. In one such derivative suit filed under Section 14(a) of the...more

New York Court Joins Other State Courts in Dismissing Securities Act Claims in Favor of Federal Forum Provision

As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more

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