Shareholder plaintiffs withdraw appeal; exclusive forum selection bylaws are enforceable

Earlier this week, the Plaintiffs voluntarily dismissed their highly-anticipated appeal to the Delaware Supreme Court of a decision by the Court of Chancery upholding company bylaws that require lawsuits challenging the internal affairs of the corporation to be brought in the state of incorporation ("Forum Selection Bylaws"). Therefore, the Chancellor Strine's opinion in Boilermakers Local 154 Retirement Fund, et al. v. Chevron Corp., et al., 2013 WL 3191981 (Del. Oct. 15, 2013) is the final authority on this topic for now. Plaintiffs likely dismissed their claims because it is very likely that Chancellor Strine's opinion would have been affirmed. Without a decision on this topic from Delaware's highest court, there is still a sliver of daylight for plaintiffs to make an uphill argument in cases brought outside of Delaware that Forum Selection Bylaws adopted under Delaware law are unenforceable because the state's highest court has not yet opined on the subject.