CONTRIBUTED BY: John Reed and Anthony Kappus

Many existing and startup corporations are considering adding forum-selection provisions to their governing documents requiring shareholder derivative and other intra-corporate lawsuits to be filed with courts in a specified location, or “venue,” often naming the Delaware Court of Chancery as the sole court in which such actions may be filed.  The issue has been the subject of much discussion since the March 2010 Delaware Court of Chancery opinion in In re Revlon, Inc. Shareholders Litigation, suggesting in dicta that corporations are free to adopt charter amendments that designate the jurisdiction for litigation of intra-corporate disputes.[1]

Post-Revlon, there has been a meaningful trend among both public and private companies towards adopting charter or bylaw provisions that designate Delaware as the exclusive jurisdiction for stockholder litigation.Continue Reading Selecting Delaware as the Exclusive Forum for Stockholder Litigation