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It was dicta that launched a thousand provisions. In a 2010 decision adjudicating the leadership structure of counsel representing the plaintiff stockholder class challenging a controller stockholder merger, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery proposed that “if boards of directors and stockholders believe that a particular forum would provide an efficient and value-promoting locus for dispute resolution, then [Delaware] corporations are free to respond with charter provisions selecting an exclusive forum for intra-entity disputes.”[1] And respond they did. Facing ubiquitous, multi-forum deal litigation, public Delaware corporations began adopting so-called exclusive forum provisions to require various types of “intra-entity disputes”—typically claims that directors breached their fiduciary duties in approving a sale transaction, often made in the wake of its announcement—be brought exclusively in Delaware courts.

Over the ensuing decade-plus since Vice Chancellor Laster’s dicta, the arms race between stockholder plaintiffs and corporate defendants has shaped these provisions into a customary boilerplate form that now encompasses certain U.S. securities law claims.


Article first published in Deal Lawyers, September – October 2021 Issue.


Piotr (Pete) E. Korzynski is a partner in Baker McKenzie's Corporate & Securities Group in Chicago. He has experience advising clients on mergers and acquisitions, equity transfers, corporate finance, SEC compliance matters, shareholder activism and corporate governance. Pete has also maintained an active pro bono practice and has previously served as the Chair of the Sargent Shriver National Center on Poverty Law’s Professionals’ Council, a volunteer board supporting the organization’s national anti-poverty advocacy. He has represented the Shriver Center and asylum applicants in various US federal appellate matters, including argument and briefing in Ferreira v. Lynch, 831 F.3d 803 (7th Cir. 2016) (clarifying that adverse credibility findings against asylum applicants may not be based on trivial inconsistencies from, or on otherwise unreliable, preliminary interviews). Prior to joining Baker McKenzie, Pete was an attorney in the corporate practice group of a New York-based international law firm. He also previously served as an extern to the Honorable Joan B. Gottschall, judge of the US District Court for the Northern District of Illinois. While in law school, Pete served as a senior editor and articles committee member of the Stanford Law & Policy Review.


Peter Tomczak serves as the Chair of Baker McKenzie's North America Litigation and Government Enforcement Practice Group. Peter serves on the North America Pricing Committee, and oversees the practice group's development and review of non-hourly fee based arrangements, or AFAs. He joined Baker McKenzie in 2003, after having served as a law clerk for the Delaware Court of Chancery.

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