In City of Providence v. First Citizens Bancshares, Inc., No. 9795 (Del. Ch. Sept. 8, 2014), the Chancery Court of Delaware answered in the affirmative the question of whether “the board of a Delaware corporation may adopt a bylaw that designates an exclusive forum other than Delaware for intra-corporate disputes.”  In First Citizens, the derivative plaintiff filed suit against the defendant, a Delaware company headquartered in North Carolina, and its Board for breach of fiduciary duties related to, among other things, the adoption of the forum selection clause at issue.  In dismissing the plaintiff’s complaints, the Chancery Court held that the forum selection clause was valid, and its adoption was not a breach of the defendant Board’s fiduciary duties: “the fact that the Board selected the federal and state courts of North Carolina – the second most obviously reasonable forum given [defendant] is headquartered and has most of its operations there – rather than those of Delaware. . .does not in my view, call into question the [] validity of the” forum selection clause.  The Chancery Court left open, however, the possibility that had some other forum (e.g., Alaska) been chosen by the defendant, the outcome may have been different.