Delaware Forum Selection Clause Binds California Shareholders

California’s top court denied a shareholder’s attempt to escape a forum selection clause, potentially forcing claims against a biotech company to Delaware’s Court of Chancery.

Delaware’s lack of a jury trial right isn’t reason enough for the clause to be unenforceable, justices of the California Supreme Court ruled unanimously Monday, overturning a state appeals panel.

However, the justices left open a chance the clause could be unenforceable on other grounds, in combination with its impact on the California jury trial right.

Remanding the case to the state’s Court of Appeal, they asked justices to consider, for example, how the clause ...