Forum Selection Clauses: Further Enhancing the Promise of FSCs through Stockholder Consent to Jurisdiction: The Edgen Lesson

Forum selection clauses (FSCs) for corporate internal affairs claims will reduce the number of instances in which the same case is brought on behalf of the same plaintiffs against the same fiduciaries for the same wrong. As we have discussed previously, the efficacy of FSCs would be materially enhanced by the further adoption of a consent to jurisdiction clause that permits the defendant corporation to enforce the FSC in the chosen forum. The ongoing litigation challenging the proposed merger of Edgen Group and Sumitomo Corporation powerfully illustrates the potential importance of including a jurisdictional consent clause along with an FSC. 

If you have any questions, please feel free to contact any of your regular contacts at the firm or any of our partners and counsel listed under ”Corporate Governance.”