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Roberts v. TriQuint Semiconductor, Inc.

Oregon Supreme Court
364 P.3d 328 (2015)

Written by Rose VanHofwegen, JD

Facts

TriQuint Semiconductor, Inc. (codefendant), incorporated in Delaware with headquarters in Oregon. Two days after its directors (codefendants) adopted a forum-selection bylaw designating Delaware for internal corporate disputes, TriQuint announced a merger. Donald Roberts and other shareholders opposing the merger (plaintiffs) brought three suits in Delaware and two in Oregon. TriQuint moved to dismiss the Oregon suits under the forum-selection clause, but the trial court refused, reasoning that the timing of its adoption deprived shareholders of their right to modify or repeal a bylaw under Delaware law. TriQuint appealed.

Rule of Law

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Issue

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Holding and Reasoning (Kistler, J.)

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