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. Thu, 16 Apr 2026 11:31:26 +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 New Challenges and Strategies for Designating Delaware as Jurisdiction for Corporate Disputes – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 New Challenges and Strategies for Designating Delaware as Jurisdiction for Corporate Disputes https://corpgov.law.harvard.edu/2011/05/11/new-challenges-and-strategies-for-designating-delaware-as-jurisdiction-for-corporate-disputes/?utm_source=rss&utm_medium=rss&utm_campaign=new-challenges-and-strategies-for-designating-delaware-as-jurisdiction-for-corporate-disputes https://corpgov.law.harvard.edu/2011/05/11/new-challenges-and-strategies-for-designating-delaware-as-jurisdiction-for-corporate-disputes/#comments Wed, 11 May 2011 13:31:55 +0000 http://blogs.law.harvard.edu/corpgov/?p=17892?d=20150115115242EST Posted by Charles M. Nathan, Latham & Watkins LLP, on Wednesday, May 11, 2011
Editor's Note:

Charles Nathan is Of Counsel at Latham & Watkins LLP and is co-chair of the firm’s Corporate Governance Task Force. This post is based on a Latham & Watkins Corporate Governance Update by Mr. Nathan, Patrick E. Gibbs, Michele F. Kyrouz and Derrick B. Farrell. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

Since the Delaware Chancery Court’s opinion in In re Revlon, Inc. Shareholders Litig., [1] where Vice Chancellor Laster endorsed a Delaware entity’s right to mandate in its governance documents a chosen forum for the resolution of intra-corporate disputes, numerous boards of public companies have determined that such a provision is in the best interests of the corporation and its shareholders.

At least 36 boards of public companies have enacted bylaw amendments seeking to designate Delaware’s Chancery Court as the exclusive jurisdiction for intra-corporate disputes, [2] and at least 37 companies have included such provisions in their charters. [3] In addition, at least 11 public companies have included an exclusive jurisdiction provision for their charter or bylaws in proxy materials for their 2011 annual meetings. As of April 28, 2011, three of those proposals have been voted on and approved and the remaining eight will be voted on later in this proxy season. [4]

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