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In his column on Corporate Litigation published in the New York Law Journal, Joseph M. McLaughlin writes about a ruling by the Delaware Court of Chancery in Boilermakers Local 154 Retirement Fund v. Chevron Corp. confirming the facial validity of board-adopted bylaws designating an exclusive forum for intra-corporate litigation. The decision has accelerated the rate of adoption of exclusive forum provisions among public companies seeking to reduce or eliminate the threat of multi-jurisdictional litigation. This column examines two recent conflicting state court decisions, which demonstrate that the enforceability of an exclusive forum bylaw adopted concurrently with a significant transaction may hinge on a court’s assessment of whether the complaint pleads facts indicating an improper motive behind the adoption of the provision.

Yafit Cohn, an associate at the Firm, assisted in the preparation of this article.