Forum selection bylaws have increasingly gained recognition by
courts in numerous jurisdictions as an appropriate way to designate
an exclusive forum for certain stockholder suits against a company,
its directors, officers, employees and agents. Actions brought by
stockholders for breach of fiduciary duties, derivative claims, and
actions against the company or any current or former officer or
other employee or agent or director of the company governed by the
internal affairs doctrine may be governed by forum selection
bylaws. Courts have repeatedly ruled in favor of the validity and
enforceability of these types of bylaws, including when such bylaws
have been adopted in the context of an upcoming acquisition. In
light of the growing acceptance of forum selection bylaws, Delaware
codified Section 115 of the Delaware General Corporation Law
explicitly permitting the adoption of forum selection bylaws by a
company's board of directors, and many companies have
