The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Tue, 07 Apr 2026 15:18:02 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Forum Selection Bylaw Clause Rejected by Court – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Forum Selection Bylaw Clause Rejected by Court https://corpgov.law.harvard.edu/2011/02/03/forum-selection-bylaw-clause-rejected-by-court/?utm_source=rss&utm_medium=rss&utm_campaign=forum-selection-bylaw-clause-rejected-by-court https://corpgov.law.harvard.edu/2011/02/03/forum-selection-bylaw-clause-rejected-by-court/#comments Thu, 03 Feb 2011 14:40:54 +0000 http://blogs.law.harvard.edu/corpgov/?p=15001?d=20150120094534EST Posted by Scott Hirst, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Thursday, February 3, 2011
Editor's Note:

This post comes to us from Adam M. Turteltaub, a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP, and is based on a Willkie client memorandum by Mr. Turteltaub, Robert B. Stebbins and Jennifer E. Wade.

In a matter of first impression, the United States Federal District Court for the Northern District of California recently denied motions to dismiss a derivative action for improper venue, finding the forum selection clause in the corporate bylaws of a Delaware corporation to be unenforceable.  The decision in Galaviz v. Berg, No. 10-cv-3392, slip op. (N.D. Cal. Jan. 3, 2011), calls into question the ability of corporations to effectively mandate a chosen forum for the resolution of intra-company disputes.

The plaintiffs in Galaviz brought a claim in the Federal District Court for the Northern District of California against the directors of Oracle Corporation (“Oracle”) alleging that each director is individually liable for breach of fiduciary duty and abuse of control in connection with certain actions allegedly taken by Oracle from 1998 to 2006.

(more…)

]]> https://corpgov.law.harvard.edu/2011/02/03/forum-selection-bylaw-clause-rejected-by-court/feed/ 1