Document: Ashall Homes Limited v. ROK Entertainment Group, Inc., C.A. No. 4643-VCS (Del. Ch. Apr. 23, 2010)

This opinion affirms the validity of forum selection and choice of law clauses in the agreements entered into between the corporation and its stockholders which provided that disputes between the parties be litigated in the Courts of the United Kingdom and be governed by the laws of England.   The agreements at issue involved a proposed three-step plan, whereby the plaintiffs would invest in a U.K. entity and then exchange their shares in the U.K. entity for shares of an Oklahoma corporation, which would then reincorporate in Delaware.  Notably, the central issue of the underlying dispute related to the question of whether the shares of the Delaware corporation that the plaintiffs would be entitled to receive would be restricted or unrestricted, which is not an issue that would implicate the application of Delaware law pursuant to the internal affairs doctrine – otherwise, the Court may have reached a different conclusion with respect to the choice of law issue.