Delaware Chancery Court Finds Controlling Stockholder Impliedly Consented to Jurisdiction Based on Board’s Adoption of Forum Selection Bylaw

On March 15, 2019, in In re Pilgrim’s Pride Corp. Derivative Litigation, the Delaware Court of Chancery held that a non-U.S. controlling stockholder had impliedly consented to personal jurisdiction in Delaware after the controlling stockholder’s board designees approved a bylaw designating the Court of Chancery as the exclusive forum for fiduciary duty litigation concurrently with their approval of an interested transaction involving the controlling stockholder. According to the court, because the controlling stockholder had designated a majority of the company’s board and held a super-majority of the company’s voting power, it had “consented implicitly to the existence of personal jurisdiction in Delaware when its representatives on the Board participated in the vote to adopt the Forum-Selection Bylaw.” The full text of the opinion is available here.