Tag Archives: Forum selection clause

Del. Court Pans Fee-Shifting Portion of Forum Selection Bylaw

Many readers will recall that just a short time ago companies were actively experimenting to try to incorporate litigation management measures into their corporate bylaws. These efforts led to decisions by Delaware courts upholding both forum selection bylaws (about which refer here) and fee-shifting bylaws (refer here). Delaware’s legislature ultimately addressed these bylaw experimentation efforts … Continue Reading

Will Disclosure-Only Settlements in Merger Objection Suits Live On Outside Delaware?

When Delaware Chancellor Andre Bouchard rejected the proposed disclosure-only settlement in the litigation arising out of Zillow’s acquisition of Trulia, there was some belief that his decision represented the death knell for these kinds of settlements in merger objection lawsuits. There is indeed some evidence that the number of merger objection lawsuits filed has declined. … Continue Reading

Despite Swiss Forum Selection Clause, U.S. Court Orders FIFA’s Insurers to Advance Insured’s Defense Expense

One of the key current concerns in the global D&O insurance marketplace involves questions of cross-border implementation of insurance policy responsibilities and requirements. This concern is usually presented as a problem for policyholders, as they must determine how their insurance might respond to claims arising outside their home jurisdictions. However, a recent decision in the … Continue Reading

Oregon Supreme Court Holds Delaware Corporation’s Forum Selection Bylaw Valid and Enforceable

As readers of this blog will recall, Delaware’s courts have held that under Delaware law bylaws designating Delaware’s courts as the exclusive forum for corporate and shareholder disputes are facially valid. Last summer, Delaware’s legislature adopted a statutory provision adding the permissibility of forum selection bylaws to the Delaware Corporations Code. In response to these … Continue Reading

Delaware Chancery Court Upholds “North Carolina Only” Forum Selection Bylaw

  Following the Delaware Chancery Court’s June 2013 ruling upholding the facial validity of the bylaw of Chevron Corporation designating Delaware as the exclusive forum for intra-corporate disputes, the adoption of forum selection bylaws has become mainstream. But while a number of companies have now adopted forum selection bylaws, the circumstances surrounding the adoption by First … Continue Reading

Delaware Legislative Proposal to Restrict Fee-Shifting Bylaws Held Over to Next Year

As I noted in a recent post (here), in response to a recent Delaware Supreme Court decision upholding the facial validity of fee-shifting bylaws, proposed legislation was  introduced in the Delaware General Assembly to limit the Supreme Court’s ruling and to restrict the ability of Delaware corporations to utilize their bylaws to shift the costs … Continue Reading

Delaware Corporate Bylaws: Even if the Company Can’t Fee Shift, it Can Still Forum Select

In light of the recent legislative initiative to restrict Delaware stock corporations’ use of fee-shifting bylaws, companies incorporated in Delaware have, as described in a recent Law 360 article (here, subscription required) a “smaller more defined toolbox” to reduce the burdens involved with shareholder suits.  As it stands, the article notes, the “sharpest tool in … Continue Reading

Despite Forum Selection Clause, Del. Chancery Court Declines to Enjoin Louisiana Action

Earlier this year, when Chancellor Leo Strine issued an opinion in the Chevron case upholding the validity under Delaware law of a forum selection clause in the company’s corporate by-laws, a number of questions remained unanswered, including in particular what would happen if, notwithstanding the forum selection provision, a shareholder nevertheless filed an action in … Continue Reading
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