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Business Associations Keyed to LoPucki, 2nd Ed.
Boilermakers Local 154 Retirement Fund v. Chevron Corp.
Citation:
73 A.3d 934 (2013)Facts
In 2010 and 2011, the boards of directors of Chevron and FedEx, both Delaware corporations, adopted forum selection bylaws designating Delaware courts as the exclusive forum for: (1) derivative actions; (2) fiduciary duty claims; (3) claims arising under the Delaware General Corporation Law; and (4) internal affairs claims. Chevron later amended its bylaw to include federal courts in Delaware and to add that the bylaw would only apply if the Delaware court had personal jurisdiction over indispensable parties. Both corporations’ certificates of incorporation authorized their boards to adopt bylaws unilaterally without stockholder approval. The plaintiffs, stockholders in these corporations, filed nearly identical complaints challenging the bylaws on multiple grounds, including that they exceeded the board’s statutory authority under DGCL § 109(b) and were invalid as contractual forum selection clauses because they were unilaterally adopted by the boards without stockholder consent.
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