Takeaways from 1st Del. Ruling Applying Moelis Amendments, Law360

Partners Michael Blanchard, Jody Barillare, and Laura Hughes McNally and associate Brian Loughnane co-authored a Law360 Expert Analysis article examining the Delaware Court of Chancery’s first decision applying the 2024 amendments to the Delaware General Corporation Law enacted in response to Moelis.

The authors analyze the court’s decision in Masimo Corp. v. Kiani, which held that a non-Delaware forum selection clause in a stockholder employment agreement could override a Delaware forum selection bylaw for certain internal affairs claims. They also discuss the decision’s practical implications for Delaware corporations, including the need to review governance documents and agreements with current or prospective stockholders to ensure that forum selection provisions align with corporate objectives.

Read the full Law360 article >>