Boards need not fear 7th Circ. Boeing Decision

By Marcie Lape, Chuck Smith and Luke Mathers (January 21, 2022, 3:28 PM EST) — The forum selection provisions designate which courts can hear not only contractual disputes, but also derivative shareholder disputes. Delaware Code Title 8, Section 115 provides Delaware corporations with the ability, “subject to applicable jurisdictional requirements”, to adopt a Delaware exclusive forum provision in their charter or articles of association.

Among other things, such an exclusive provision allows the company to direct “any or all” derivative claims to “any or all of the courts of” Delaware, with the Delaware Chancery Court being the most common specific selection.

But what if a shareholder brings only one derivative claim, and that claim is the one that only…

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