Boilermakers Local 154 Retirement Fund v. Chevron Corp.

Delaware Court of Chancery

73 A.3d 934 (Del. Ch. 2013)

Under Delaware law, forum selection bylaws that are adopted without a vote by stockholders, pursuant to the articles of incorporation, are not facially invalid.

Relevant Facts

Chevron’s (the defendant) articles of incorporation authorized the corporation’s board of directors to adopt bylaws without a vote by stockholders. As a result of various pending lawsuits in multiple forums, the board adopted bylaws that required any litigation involving the corporation to be conducted in Delaware. Chevron stockholders (the plaintiffs) brought suit in Delaware, alleging that the bylaws were both statutorily and contractually invalid because the bylaws referred to a matter external to the corporation. The relevant Delaware law stated: “bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.”

Issue

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Holding & Reasoning

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Concurrence

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Dissent

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Last updated:

December 3, 2020

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Procedural History

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Citations

73 A.3d 934 (Del. Ch. 2013)