Roberts v. TriQuint Semiconductor, Inc.

TriQuint Semiconductor (codefendant), incorporated in Delaware but headquartered in Oregon, had its board adopt a bylaw designating Delaware as the required forum for internal corporate disputes just two days before announcing a merger. Shareholders opposing the merger, including Donald Roberts (plaintiffs), filed suits in both Delaware and Oregon, and TriQuint moved to dismiss the Oregon suits under the new bylaw; the trial court refused, reasoning that the bylaw's timing effectively stripped shareholders of their ability to modify or repeal it before it took effect. TriQuint appealed.