Forum Selection Bylaws: One Year After Boilermakers
On June 25, 2013, then-Chancellor Leo E. Strine Jr. of the Delaware Court of Chancery issued a widely discussed ruling in Boilermakers Local 154 Retirement Fund v. Chevron, 73 A.3d 934 (Del. Ch. 2013), in which he upheld as statutorily valid and contractually enforceable so-called "forum selection" bylaws that were unilaterally adopted by the boards of Chevron Corp. and Federal Express. The bylaws require all stockholder litigation relating to each company's internal affairs to be brought in Delaware, the state of incorporation for both. Given the explosion of multijurisdictional stockholder litigation over the past few years, many commentators predicted that Boilermakers would lead the boards of large and midsized corporations everywhere to adopt similar forum-selection bylaws and drive stockholder litigation away from other jurisdictions and into Delaware's courts. So what has happened in the year since Strine's decision?