Jamesian Philosophy Refreshed

  But rather than geeking out over it, I'll just provide the link.  How Trustees of Dartmouth College v. Woodward Clarified Corporate Law by Margaret M. Blair :: SSRN You're welcome.  I was going to put a photo of Edward G,. Robinson, playing Daniel Webster, above. But on second thought -- nah -- he was playing Webster arguing with the devil. It's a stupid story and the lovely New England countryside above is more fit. 

Should corporations be allowed to create bylaws in which they limit where they can be sued, especially by their shareholders? That is one way of looking at the issue in NORTH v. McNAMARA. It concerns specifically what are called "shareholder derivative actions" -- actions in which the litigating shareholder derives his standing from the corporate person itself.  These are the cases in which company managements have long been eager to keep their disputes with shareholders in the (to them friendly) confines of the Delaware Chancery Court where possible. A court in Oregon recently (August 2014) refused to enforce a forum selection bylaw in litigation over TriQuint SemiConductor Inc. It found suspicious the bylaw in question because the board adopted this forum selection rule at the very same meeting where it approved entering into a particular merger, the merger to which some stockholders objected. The board seemed obviously not to be declaring a general rule about the be...