Is Delaware Forum Selection Bylaw Binding On Shareholder Who Filed Suit When The Corporation Was Incorporated In California?
By EsqSocial Corporation 05/05/25
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw, requiring claims to be adjudicated in Delaware. After the forum selection bylaw was adopted, the plaintiff sued the corporation and its directors in California alleging breach of fiduciary duty related to the merger. On appeal, it was undisputed that Delaware...
By: Allen Matkins