Ropes & Gray LLP | USA | 23 Mar 2016
In 2014 an Oregon trial court refused to enforce a Delaware exclusive forum selection bylaw that would have barred an Oregon litigation challenging a merger. The Oregon Supreme Court has now reversed that trial court ruling, holding that the exclusive forum selection bylaw was valid and enforceable, and compelled stockholders challenging the transaction to pursue their claims in Delaware.
Ropes & Gray LLP | USA | 7 Jan 2015
A recent Oregon decision demonstrates the risk that non-Delaware jurisdictions may decline to enforce a Delaware forum selection bylaw, in particular where that bylaw was adopted after the stockholder plaintiff filed suit or under other circumstances that may be viewed by a court (rightly or wrongly) as an attempt to 'insulate' a board from litigation related to a transaction.