Delaware Court Enforces Exclusive Forum Provision Adopted Concurrently with Announcement of Merger Agreement

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Public companies are increasingly enacting “exclusive forum” bylaws — designating a single forum for intra-corporate disputes — as a way to limit the risk and burden of multi-jurisdictional stockholder litigation. This trend emerged from the Delaware Chancery Court’s 2013 Chevron decision, which held that forum selection bylaws generally are permissible under Delaware law.

The Delaware Chancery Court’s recent decision in City of Providence v. First Citizens Bancshares, Inc. provides further support for the flexibility of companies in adopting such provisions, holding that (under Delaware law)...

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