The Court of Chancery has rejected statutory and contractual challenges to forum-selection bylaws adopted unilaterally by the boards of directors of Chevron Corporation and FedEx Corporation.

Delaware’s comprehensive statutory framework governing common law trusts, which is reviewed and updated on a regular basis, is designed to promote flexibility, certainty, and predictability in transaction planning.

In In re NYSE Euronext Shareholders Litigation, Chancellor Strine of the Court of Chancery, ruling from the bench following oral argument, declined to enjoin preliminarily a stockholder vote on the proposed merger between NYSE Euronext and IntercontinentalExchange, Inc.

In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.

In Carsanaro v. Bloodhound Technologies, Inc., Vice Chancellor Laster of the Court of Chancery denied defendants’ motion to dismiss a complaint alleging breaches of fiduciary duties and statutory violations, among other things, in connection with several rounds of venture capital financings for a start-up healthcare technology company.

In Pyott v. Louisiana Municipal Police Employees’ Retirement System, the Delaware Supreme Court reversed a decision in which the Court of Chancery declined to dismiss a derivative suit after a federal court in California dismissed a parallel derivative suit with prejudice.

In a post-trial opinion, In re Wayport, Inc. Litigation, Vice Chancellor Laster of the Court of Chancery held that corporate fiduciaries do not have a duty to disclose information about the corporation in connection with direct stock purchases from stockholders absent knowledge of “special facts.”

In In re Primedia, Inc. Shareholders Litigation, Vice Chancellor Laster of the Court of Chancery held that plaintiffs whose standing to pursue derivative insider trading claims had been extinguished by merger had standing to challenge directly the entire fairness of that merger based on a claim that the target board of directors failed to obtain sufficient value in the merger for the pending derivative claims.

In Koehler v. NetSpend Holdings, Inc., Vice Chancellor Glasscock of the Court of Chancery denied plaintiff’s motion for preliminary injunction despite finding that a majority independent and disinterested board of directors likely breached its fiduciary duties by approving a $1.4 billion merger with a third party.

Recent litigation outside of Delaware has served as an important reminder to the structured finance industry that choosing the wrong jurisdiction’s laws to govern your common law trust may invite uncertainty and result in outcomes that the parties never intended.