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Boilermakers Local 154 Retirement Fund v. Chevron Corp.

73 A.3d 934 (Del. Ch. 2013)

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Boilermakers Local 154 Retirement Fund v. Chevron Corp.

Delaware Court of Chancery

73 A.3d 934 (Del. Ch. 2013)

Facts

Chevron Corporation’s (Chevron) (defendant) articles of incorporation authorized the company’s board of directors to adopt bylaws without a vote by stockholders. Because Chevron was often subjected to litigation in multiple forums involving the same issue, the board adopted bylaws providing that any litigation involving the company would be conducted in Delaware. Certain Chevron stockholders (plaintiffs) brought suit in the Delaware Court of Chancery, alleging that the bylaws were both statutorily and contractually invalid. The plaintiffs’ statutory claim rested on the notion that the bylaws in question referred to an external matter, rather than an internal matter, such as stockholder meetings, the board of directors, and officerships. Relevant Delaware law stated: “bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees.”

Rule of Law

Issue

Holding and Reasoning (Strine, J.)

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