Kevin Miller, a partner in the firm’s Corporate Transactions & Securities Group and the head of the firm’s Financial Advisors Practice, was quoted in The Deal in an article discussing a ruling by an Illinois state court dismissing a shareholder lawsuit against Beam, Inc. because the board of Beam had previously adopted a bylaw requiring such suits to be brought in Delaware.
According to the article, corporate lawyers differ on when a company should adopt a forum section bylaw since doing so might be an indication that a company is considering a sale. Some lawyers suggest that a company adopt a forum selection bylaw when it approves a sale or merger, but others express concern that some judges might be suspicious of the timing and decline to enforce the bylaw.
Because of that, said Miller, "The adoption of an exclusive venue bylaw on a clear day is the preferred approach.”