Do exclusive forum bylaws adopted by corporations to ensure that all corporate governance lawsuits are heard by the Delaware Court of Chancery limit shareholders’ rights and are they therefore invalid under Delaware General Corporation Law? That’s the issue the Chancery Court grappled with today as it heard challenges to exclusive forum bylaws adopted by Chevron Corp. and FedEx Corp.
"If the board can say where you can sue, can they also say when you can sue, how you can sue, who you can sue and what you can sue for?" asked Michael Hanrahan, a Prickett, Jones & Elliott attorney who is representing the plaintiffs in this case. "That is the road we are headed on."
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