On June 24, 2015, the Governor of Delaware signed Senate Bill
No. 75, which amends the DGCL and (1) prohibits charter or bylaw
provisions that would shift the company's fees and costs of an
unsuccessful "internal corporate claim" to the
stockholder prosecuting that claim, but (2) allows the certificate
of incorporation or bylaws to specify that internal corporate
claims be brought only in the courts of Delaware. The text of the
amendments may be accessed here.
The prohibition on fee shifting provisions was accomplished via
amendments to Sections 102(f) and 109(b) of the DGCL, which provide
that the certificate of incorporation or the bylaws "may not
contain any provision that would impose liability on a stockholder
for the attorneys' fees or expenses of the corporation or any
other party in connection with an internal corporate claim, as
defined in Sec. 115 of this title."
