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Roberts v. TriQuint Semiconductor, Inc.
Oregon Supreme Court
364 P.3d 328 (2015)
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
Holding and Reasoning (Kistler, J.)
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