## Facts

- TriQuint Semiconductor, Inc. was incorporated in Delaware and headquartered in Oregon; its certificate of incorporation authorized the board of directors to adopt, amend, or repeal bylaws.
- In late February 2014, TriQuint’s board amended the bylaws to add an exclusive-forum provision requiring certain “internal corporate disputes” (including derivative actions and fiduciary-duty claims) to be filed only in the Delaware Court of Chancery unless TriQuint consented in writing to another forum.
- Two days after adopting the bylaw, TriQuint publicly announced a proposed merger with RF Micro Devices, Inc.
- Shareholders opposing the merger, including Donald Roberts and Marina Lam, filed merger-related litigation in multiple courts: three actions in Delaware and two actions in Oregon.
- The Oregon complaints asserted claims arising from the merger, including allegations that TriQuint’s directors breached fiduciary duties and that TriQuint aided and abetted those breaches.
- TriQuint moved to dismiss the Oregon actions based on the exclusive-forum bylaw; the Oregon trial court denied the motion.
- The trial court reasoned that the timing of the bylaw’s adoption—shortly before the merger announcement—effectively deprived shareholders of a meaningful chance to exercise their Delaware-law ability to amend or repeal bylaws, and therefore the bylaw should not bind them in the Oregon suits.
- TriQuint sought an alternative writ of mandamus in the Oregon Supreme Court to compel dismissal of the Oregon actions; the Supreme Court accepted the mandamus proceeding and addressed the merits.

## Issues

1. Under Delaware corporate law, was TriQuint’s board-adopted exclusive-forum bylaw valid and binding on shareholders for internal corporate disputes?
2. If valid under Delaware law, must Oregon courts enforce the bylaw and dismiss Oregon-filed shareholder litigation covered by the clause?
3. Was mandamus available to correct the trial court’s refusal to dismiss based on the forum-selection bylaw?

## Decision

- The Oregon Supreme Court held that Delaware law governed the validity and effect of the bylaw under the internal-affairs doctrine.
- Applying Delaware law, the court concluded TriQuint’s exclusive-forum bylaw was valid and binding on shareholders because the certificate of incorporation authorized the board to adopt bylaws and shareholders are bound by bylaws adopted within that authority.
- The court rejected the trial court’s view that the bylaw was invalid or nonbinding due to the proximity of its adoption to the merger announcement; Delaware law does not require a contemporaneous shareholder vote for a board-adopted bylaw to take effect.
- The court held that, under Oregon law, the bylaw was enforceable as a forum-selection provision and the shareholders did not carry their burden to show enforcement would be unreasonable or unjust, the product of fraud or overreaching, or contrary to a strong Oregon public policy.
- The court issued a peremptory writ of mandamus directing the trial court to grant TriQuint’s motion to dismiss the Oregon actions.

## Legal Principles

- The internal affairs of a corporation—including the validity and binding effect of bylaws—are governed by the law of the state of incorporation.
- Under Delaware law, when a corporation’s charter gives the board power to adopt and amend bylaws, shareholders are bound by board-adopted bylaws that are within that delegated authority and consistent with Delaware law.
- A bylaw selecting an exclusive forum for internal corporate claims functions like a forum-selection clause: it allocates where covered claims must be litigated rather than eliminating substantive rights.
- Under Oregon law, forum-selection clauses are generally enforced unless the party resisting enforcement shows that enforcement would be unreasonable or unjust, the clause resulted from fraud or overreaching, or enforcement would violate a strong Oregon public policy.
- The mere fact that a board adopts a forum-selection bylaw close in time to a challenged corporate transaction, and before shareholders can vote to repeal it, does not by itself render the bylaw invalid under Delaware law or unenforceable in Oregon.
- Mandamus may issue when a trial court refuses to enforce a valid, binding forum-selection provision and ordinary appeal is not an adequate remedy to prevent litigation from proceeding in a forum the parties are bound not to use.

## Conclusion

In Roberts v. TriQuint Semiconductor, Inc., the Oregon Supreme Court held that TriQuint’s board-adopted bylaw requiring internal corporate disputes to be filed in the Delaware Court of Chancery was valid and binding under Delaware law and enforceable in Oregon; accordingly, the court granted mandamus and ordered the Oregon trial court to dismiss the shareholder merger-related fiduciary-duty suits filed in Oregon.


Roberts v. TriQuint Semiconductor, Inc., 364 P.3d 328 (2015)