Boilermakers Local 154 Retirement Fund v. Chevron Corp.

OPINION

STRINE, Chancellor.

I. Introduction

The board of Chevron, the oil and gas major, has adopted a bylaw providing that litigation relating to Chevron’s internal affairs should be conducted in Delaware, the state where Chevron is incorporated and whose substantive law Chevron’s stockholders know governs the corporation’s internal affairs. The board of the logistics company FedEx, which is also incorporated in Delaware and whose internal affairs are also therefore governed by Delaware law, has adopted a similar bylaw providing that the forum for litigation related to FedEx’s internal affairs…