Abstract
Study of Delaware Forum Selection in Charters and Bylaws provides an in-depth, longitudinal analysis of the adoption of exclusive forum provisions from July 1, 2010 through December 31, 2011, and the legal and practical issues associated with such provisions. Companies began to adopt exclusive forum charter and bylaw provisions following a 2010 opinion from Delaware Vice Chancellor Laster, in which he suggested "if boards of directors and stockholders believe that a particular forum would provide an efficient and value-promoting locus for dispute resolution, then corporations are free to respond with charter provisions selecting an exclusive forum for intra-entity disputes." Exclusive forum provisions require that derivative actions, stockholder class actions and other intra-corporate disputes be litigated exclusively in a specified forum, typically in the state of incorporation. These provisions are intended to address forum shopping and multi-forum litigation, particularly in the context of mergers and acquisitions.
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