November 27, 2021

Volume XI, Number 331

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Delaware Corporations Continue to Deploy Forum Selection Clauses to Counter Forum Shopping

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.

Click Here to Request the Complete Study.

© 2021 Neal, Gerber & Eisenberg LLP.National Law Review, Volume II, Number 27
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Neal, Gerber & Eisenberg LLP is a Chicago-based law firm whose lawyers share a culture of teamwork and devotion to personalized client service to advance clients’ business interests throughout the U.S. and beyond. Our lawyers provide legal business solutions to public and private entities of all types in connection with domestic and global business transactions and litigation. Our client base reflects a number of Fortune 100 companies, financial institutions, nonprofits and high net worth individuals.

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