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Re: flyersdh post# 24130

Tuesday, 01/05/2016 11:34:22 PM

Tuesday, January 05, 2016 11:34:22 PM

Post# of 24848

1. All internal corporate claims, including claims in the right of the corporation, that are based upon a violation by a current or former director or officer or stockholder in such capacity, or to which Title 8 of the General Corporation Law of the State of Delaware confers jurisdiction upon the Delaware Court of Chancery, shall be brought solely and exclusively in the courts of the State of Delaware, and in no other jurisdiction.”


As we all know, when it comes to legal lingo, wording is very particular, specific, and deliberate. In this light, what are your thoughts on the following:

(1)
What is meant by the phrase "internal corporate claims"? Not sure how to assess the significance, if any, of the word "internal".

(2)
What is meant by "claims in the right of the corporation"? Are they simply stating that this forum requirement applies also to if SCRC is the plaintiff bringing suit -- as opposed to simply if someone is bringing suit against SCRC?

(3)
What is meant by including the words "in such capacity" in their reference to stockholders? Are they simply describing directors/officers who may hold stock? If so, that doesn't make sense and would be redundant since not only do all director/officers hold stock but ALL directors/stockholders (whether they held stock or not) would already be included. But if not, then I am at a loss for what the meaning "stockholders in such capacity" is meant to convey.

TIA...