Fending off merger-related shareholder lawsuits keeps getting easier. Just a week ago, the Delaware Chancery Court upheld the enforceability of the bylaw of a Delaware corporation headquartered in North Carolina that selected North Carolina courts as its exclusive shareholder litigation forum. As a result, the court dismissed the merger-related shareholder lawsuit in question.

A summary of the case…

The suit related to the pending merger between First Citizens BancShares, Inc. (based in North Carolina) and First Citizens Bancorporation, Inc. (based in South Carolina), both of which are controlled by the Holding family. Simultaneously with approving the merger agreement, the board of First Citizens (NC) had also amended and restated its bylaws to, among other things, include a new forum section bylaw.

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