John Solak v. Paylocity Holding Corporation

OPINION

BOUCHARD, C.

In 2015, Section 115 was added to the Delaware General Corporation Law (“DGCL”) codifying this Court’s decision in Boilermakers Local 154 Retirement Fund v. Chevron Corp. 1 that Delaware corporations may adopt bylaws requiring that internal corporate claims be filed exclusively in Delaware. Section 109(b) of the DGCL was amended simultaneously to provide that the bylaws of Delaware corporations “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…