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Delaware Court of Chancery Upholds Forum Selection Bylaw Adopted Concurrently with Merger Agreement and Designating North Carolina as Exclusive Forum

September 9, 2014 download PDF

In City of Providence v. First Citizens BancShares, Inc., the Delaware Court of Chancery held that the board of directors of First Citizens BancShares, Inc., a Delaware corporation with the majority of its operations in North Carolina ("BancShares"), did not breach their fiduciary duties by adopting a forum selection bylaw designating the courts of North Carolina as the exclusive forum for intra-corporate disputes on the same day that it announced that BancShares had entered into a merger agreement to acquire First Citizens Bancorporation, Inc., an entity allegedly controlled by the same group of stockholders that control BancShares.

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