Chief Justice Leo E. Strine Jr. has been known to be fond of the concept of “staying in your lane,” (i.e., sticking with what you know). In the judicial arena, staying in your lane usually means deciding cases that require application of, and are important to, the law of the jurisdiction while eschewing opportunities to decide cases requiring application of the law of other states. Although Delaware law has always recognized this principle, six recent decisions by Delaware courts have emphasized this point. This emphasis is important because if Delaware intends to protect its laws, in particular its corporate laws, by taking the position that its courts should be the ones to decide important issues of Delaware law, Delaware must also show the reciprocal respect to foreign jurisdiction.
The Delaware Court of Chancery began to build this record in Boilermakers Local 154 Retirement Fund v. Chevron, 73 A.3d 934 (Del. Ch. 2013), decided in June 2013. In Chevron, the Court of Chancery resolved motions for judgment on the pleadings in two cases challenging the validity of forum selection bylaws adopted by the boards of Chevron and FedEx. In its analysis of the merits, the Chancery Court concluded that determining where stockholders can file actions is appropriately addressed in a bylaw because, among other things, the bylaws “plainly relate to the conduct of the corporation by channeling internal affairs cases into the courts of the state of incorporation, providing for the opportunity to have internal affairs cases resolved authoritatively by our Supreme Court if any party wishes to take an appeal.”
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