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Business Associations Keyed to Bainbridge
Boilermakers Local 154 Retirement Fund v. Chevron Corporation
Citation:73 A.3d 934 (Del.Ch.2013)
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- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
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- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
The Board of Chevron, the oil and gas major, has adopted a bylaw providing that litigation relating to Chevron’s internal affairs should be conducted in Delaware, the state where Chevron is incorporated. The board of the logistics company FedEx, which is also incorporated in Delaware, has adopted a similar bylaw providing that the forum for litigation related to FedEx’s internal affairs should be the Delaware court. Plaintiffs, stockholders in Chevron and FedEx, have sued the boards for adopting these “forum selection bylaws.” The plaintiffs claim that they bylaws are statutorily invalid because they are beyond the board’s authority under the Delaware General Corporation Law and that the boards breached their fiduciary duties in adopting the bylaws.
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