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Bylaws Not Contracts, Court Rightly Holds

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1 Response

  1. Jessica Erickson says:

    This case makes me wonder how forum selection clauses in charters will be treated. If the clause is in the charter, there will be approval by at least a majority of the shareholders. Galaviz seems to be a slightly messy case — the clause was in the bylaws, it purported to cover conduct before the change was made, etc. Given Chancellor Laster’s comments in Revlon, it is likely only a matter of time before courts have to address the situation more head-on without the particular wrinkles that made Galaviz a fairly easy case.

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