The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this State, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this State. “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.
Structure Delaware Code
Chapter 1. GENERAL CORPORATION LAW
§ 101. Incorporators; how corporation formed; purposes.
§ 102. Contents of certificate of incorporation.
§ 104. Certificate of incorporation; definition.
§ 105. Certificate of incorporation and other certificates; evidence.
§ 106. Commencement of corporate existence.
§ 107. Powers of incorporators.
§ 108. Organization meeting of incorporators or directors named in certificate of incorporation.
§ 112. Access to proxy solicitation materials.
§ 113. Proxy expense reimbursement.
§ 114. Application of chapter to nonstock corporations.