January 23, 2018

January 23, 2018

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January 22, 2018

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Responding To Professor Bainbridge’s Response Re: Exclusive Forum Selection Corporate Bylaws

Last week, Professor Stephen Bainbridge posted this response to my post on post on exclusive forum selection bylaws in light of Chancellor Strine’s opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, 2013 Del. Ch. LEXIS 154 (June 25, 2013).  Professor Bainbridge, citing numerous cases, makes the point:

Since many–if not most–of the suits that would be affected by forum selection bylaws will involve such claims, and since California would not grant a jury trial as a matter of right in such cases, I see no reason why a California court would not enforce a Delaware corporatio’s forum selection bylaw in such cases.

It is true that many claims subject to an exclusive forum will be equitable in nature and hence with no right to a jury trial, not all claims will be (e.g., breach of contract claims).  Thus, an individual challenge may succeed where others may not.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...