Delaware Applies Moelis Amendment to Enforce Forum Selection in Stockholder Employment Agreement over Corporation’s Bylaw

In a recent decision, the Delaware Court of Chancery applied the Delaware General Corporation Law’s Moelis Amendment in finding that a non-Delaware forum selection clause in a CEO’s employment agreement overrode the corporation’s forum selection bylaw. The Delaware Court of Chancery issued a significant decision of first impression regarding non-Delaware forum selection clauses in stockholder agreements involving corporate governance disputes. In Masimo Corporation v.