Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al. and IClub Inv. P’ship v. FedEx Corp., et al.: Appeal of Forum Selection Bylaw Decision Voluntarily Dismissed
December 2, 2013
In June 2013, the Court of Chancery held in Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al., and IClub Inv. P’ship v. FedEx Corp., et al., 73 A.3d 934 (Del. Ch. 2013), that a board of directors, if granted authority by the certificate of incorporation to adopt bylaws, has the power under the Delaware General Corporation Law to adopt a bylaw requiring litigation relating to the corporation’s internal affairs to be conducted exclusively in the Delaware courts, and that such a bylaw may become part of the binding agreement between a corporation and its stockholders, even if the stockholders do not vote to approve the bylaw. The stockholder-plaintiffs challenging these bylaws filed appeals to the Delaware Supreme Court, but have subsequently dismissed their appeals voluntarily. Accordingly, the Court of Chancery’s decision in these cases is no longer subject to appeal.