Roberts v. Triquint Semiconductor, Inc.

364 P.3d 328 (2015)

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Nature of the Case

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Facts

D is a Delaware corporation headquartered in Hillsboro, Oregon. D designs and manufactures radio frequency products used in a number of high-technology industries. D's board of directors amended the company's bylaws to designate the Delaware Court of Chancery as the exclusive forum for resolving internal corporate disputes, including shareholder derivative suits. The board adopted the bylaw pursuant to D's certificate of incorporation, which allows the board of directors to 'adopt, amend, or repeal' the company's bylaws unilaterally. Two days later D announced plans to merge with RF Micro Devices, Inc. Each corporation's board of directors unanimously approved the merger. Some of D's shareholders objected to the merger. They filed two shareholder derivative suits in Oregon and three similar suits in Delaware. P's complaint in Oregon alleged that D's directors had breached their fiduciary duties to the corporation by approving the merger and that D had aided and abetted the breach. D's board members got lucrative board positions in the new corporation in exchange for selling D stock at below-market prices. Others filed suit in Delaware. D moved to dismiss the suits filed in Oregon. D argued that its bylaws designate the Delaware Court of Chancery as the exclusive forum in which shareholder derivative suits can be filed. The court denied D's motion. The trial court reasoned that adopting the forum-selection bylaw contemporaneously with the merger deprived D's shareholders of their statutory right to repeal the forum-selection bylaw. D petitioned for an alternative writ of mandamus.