## Facts

- Stockholders of Chevron Corporation and FedEx Corporation challenged board-adopted bylaws requiring specified intra-corporate disputes to be filed in Delaware (Chevron) or in the Delaware Court of Chancery (FedEx).
- Each corporation’s certificate of incorporation authorized its board to adopt, amend, and repeal bylaws unilaterally under DGCL § 109(a).
- The boards adopted the forum-selection bylaws without a stockholder vote, citing the problem of multiforum litigation over the same corporate events.
- Plaintiffs sought declaratory and injunctive relief, alleging the bylaws (1) exceeded statutory bylaw authority under DGCL § 109(b) and (2) were not valid or enforceable as contractual forum-selection clauses against stockholders.
- The actions were consolidated, and defendants moved for judgment on the pleadings.

## Issues

1. Whether board-adopted exclusive-forum bylaws governing intra-corporate claims are facially valid under DGCL § 109(b).
2. Whether such bylaws, adopted unilaterally pursuant to charter-granted bylaw power, are enforceable as contractual forum-selection clauses binding stockholders.

## Decision

- The Court of Chancery granted defendants’ motion for judgment on the pleadings.
- The court held the forum-selection bylaws were facially valid under DGCL § 109(b) because they regulate the conduct of corporate affairs and stockholder rights in the internal-affairs context.
- The court held the bylaws were enforceable as forum-selection clauses because bylaws are part of the binding corporate contract among the corporation and its stockholders, and forum-selection terms are generally enforceable absent fraud, inequity, or unreasonableness.
- The court treated the challenge as facial and concluded plaintiffs failed to show the bylaws could not operate validly under any circumstances; any as-applied objections were not before the court.

## Legal Principles

- DGCL § 109(b) permits bylaws addressing the corporation’s affairs and the rights or powers of stockholders and directors; a bylaw selecting the forum for internal corporate claims fits within that authorization when it governs where such claims must be litigated.
- A forum-selection bylaw that channels internal-affairs litigation regulates procedure (the place of suit) rather than eliminating causes of action or restricting substantive rights on its face.
- Corporate charters and bylaws operate as a binding governance arrangement between a Delaware corporation and its stockholders; when the charter authorizes unilateral board bylaw amendments, stockholders are bound by later bylaws adopted within statutory limits.
- Forum-selection provisions are presumptively enforceable unless enforcement would be unreasonable, unjust, or the product of fraud or overreaching.
- Facial invalidity requires showing the bylaw cannot be valid in any application; challenges to particular applications require an as-applied record.

## Conclusion

The Court of Chancery sustained board-adopted exclusive-forum bylaws for internal corporate claims, holding they fall within the statutory scope of DGCL § 109(b) and function as enforceable contractual forum-selection clauses binding stockholders when adopted pursuant to charter-authorized bylaw power.


Boilermakers Local 154 Ret. Fund v. Chevron Corp., 73 A.3d 934 (Del. Ch. 2013)