The Delaware Court of Chancery held that forum selection bylaws adopted unilaterally by boards of directors of Delaware corporations are not facially invalid if the corporation’s certification of incorporation authorizes the board of directors to amend the bylaws and the scope of the forum selection bylaws is limited to the regulation of stockholder suits in cases which would be governed by Delaware’s internal affairs doctrine. However, the Court held that the adoption of such forum selection bylaws might not be equitable in all circumstances and left open the possibility that the adoption of forum selection bylaws could be challenged by stockholders on fiduciary or reasonableness grounds.
