Chancery Upholds Bylaws with Forum Selection Clause

Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013).  Issue Addressed: Enforceability of bylaws adopted by the Board of Directors providing that litigation relating to the internal affairs of the corporation must be … Continue reading

Supreme Court Upholds Forum Selection Clause Against Kuwaiti Company

National Industries Group (Holding) v. Carlyle  Investment Management LLC, Del. Supr., No. 596, 2012 (May, 29, 2013). Issues Addressed: Enforceability of a forum selection clause, and the prerequisites to vacate a judgment under Court of Chancery Rule 60(b)(6). Brief Background … Continue reading

Key Delaware Corporate and Commercial Decisions in 2012

Noteworthy 2012 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and … Continue reading

Chancery Retains Jurisdiction Despite California Forum Clause

Duff v. Innovative Discovery LLC, C.A. No. 7599-VCP (Del. Ch. Dec. 7, 2012). Issues Addressed: The Court of Chancery addressed the following issues in this opinion:  (1) Whether a forum selection clause providing for “sole” jurisdiction in California courts should … Continue reading

Kuwaiti Company Gambles and Loses on Default Judgment; Court Enforces Forum Selection Clause

Carlyle Investment Management L.L.C. v. National Industries Group (Holding), C.A. No. 5527-CS (Del. Ch. Oct. 11, 2012). Issue Presented: Whether a default judgment should be opened when the defendant Kuwaiti company agreed to a forum selection clause in Delaware and … Continue reading

Forum Selection Clauses in Delaware

We have written often on thes pages about forum selection clauses choosing Delaware as an exclusive forum via amendments to a corporate charter or bylaws. Frank Aquila and Anna Kripitz of Sullivan & Cromwell add to the commentary with their … Continue reading

Chancery Stays First-Filed Delaware Action Sua Sponte

RWI Acquisition LLC v. Todd, C.A. No. 6902-VCP (Del. Ch. May 30, 2012). Issues Addressed (1) Whether the Court of Chancery had personal jurisdiction over the member of a Delaware LLC; and (2) Whether the Court could or should stay the … Continue reading

Multiple New Suits Challenge Exclusive Forum Selection Bylaws in Delaware Court of Chancery

We typically focus on summarizing corporate and commercial decisions of Delaware’s Supreme Court and Court of Chancery, but today we find noteworthy a bevy of new lawsuits just filed in the Delaware Court of Chancery. These new suits challenge bylaws in several companies … Continue reading

Academic Analysis of M & A Litigation. Is Delaware Losing Market Share?

Professor Steven Davidoff provides scholarly and statistical analysis of M & A litigation in a recently published article, in which he also addresses the issue of whether Delaware is “losing” that type of litigation to other states, and related aspects of this … Continue reading

Court of Chancery Enforces Broad Forum Selection Clause; Enjoins First-Filed Action

In ASDC Holdings, LLC, et al. v. The Richard J. Malouf 2008 All Smiles Grantor Retained Annuity Trust, et al., C.A. No. 6562-VCP (Del. Ch. Sept. 14, 2011), read opinion here, the Court of Chancery held that where a forum selection clause … Continue reading