Gail Weinstein is a Senior Counsel, Philip Richter is a Partner, and Steven Epstein is the Managing Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Richter, Mr. Epstein, Steven J. Steinman, Randi Lally, and Colum J. Weiden, and is part of the Delaware Law Series; links to other posts in the series are available here.
In four recent decisions, the Delaware Court of Chancery has addressed forum selection provisions and exclusive forum bylaws in various contexts. In three of the cases, the court rejected applying a Delaware forum selection provision or bylaw—in two of the cases, in the context of employment-related disputes and, in one case, in the context of a reincorporation from Delaware. In the fourth case, the court provides a relevant drafting lesson.
- In GI DI Rushmore Parent v. Stoop (“Bluepeak”) (June 10, 2026), the court refused to enforce, against an employee who lived and worked in Oklahoma, a Delaware forum selection provision that was incorporated by reference into an equity incentive award, from a partnership agreement that was not accessible to the employee.
- In Masimo v. Kiani (Apr. 21, 2026), the court refused to enforce, against an employee who lived and worked in California, a Delaware exclusive forum bylaw, in connection with a dispute relating to an employment agreement that contained a California exclusive forum provision.
- In Tesla Deriv. Litig. (Apr. 13, 2026), the court enforced, retroactively, with respect to conduct occurring before the company reincorporated from Delaware, a Texas exclusive forum bylaw adopted when the company reincorporated.
- In Kelly Roofing v. Flores (June 4, 2026), the court provided a drafting lesson for ensuring clarity as to whether a forum selection provision is mandatory or merely permissive.
Comment Letter on the SEC’s Proposal to Replace Quarterly Reporting with Semiannual Reporting
More from: Sarah Keohane Williamson, FCLTGlobal
Sarah Keohane Williamson is the CEO of FCLTGlobal. This post is based on her SEC comment letter.
FCLTGlobal respectfully submits this comment in response to the Securities and Exchange Commission’s proposed rule amendments that would permit public companies to elect semiannual reporting in lieu of quarterly reporting (Release No. 33-11414, File No. S7-2026-15).
FCLTGlobal is a nonprofit research organization whose mission is to mobilize companies and investors to focus capital on the long term. Our membership spans asset owners, asset managers, and corporations domiciled in countries around the world that support a longer-term framing in corporate and investment decision-making
This proposal is a meaningful step toward reducing structural short-termism in U.S. public capital markets — a problem FCLTGlobal has studied and documented over more than a decade. We offer the comments below to both affirm the proposal’s direction and to identify several considerations.
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