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In response to concerns that the plaintiffs' bar is suing Delaware corporations "anywhere but Delaware," an increasingly large number of Delaware corporations (including Chevron, DIRECTV, Life Technologies and 24 other members of the S&P 500) have adopted charter or bylaw provisions requiring that derivative actions, fiduciary duty claims and other intra-corporate disputes be litigated exclusively in the Delaware Court of Chancery. These concerns are particularly acute in connection with the announcement of M&A transactions. Claudia H. Allen, chair of the Corporate Governance Practice Group, has published a January 2012 update of her Study of Delaware Forum Selection in Charters and Bylaws. The Study, which is based upon exclusive forum provisions adopted or proposed by 195 Delaware corporations, includes: a Trend Update, Key Findings and Recommendations, Charts illustrating Key Findings and a List of Companies Analyzed. The Study also discusses the 2012 policies adopted by ISS and Glass Lewis on forum selection and the first non-binding shareholder proposals seeking repeal of board-adopted forum selection provisions.
© 2012 Neal, Gerber & Eisenberg LLP.About the Author
