In 2019, the Nevada legislature added a provision to the state's corporate law permitting the articles of incorporation or bylaws to require, to the extent not inconsistent with any applicable jurisdictional requirements and the laws of the United States, that any, all or certain "concurrent jurisdiction actions" and "internal actions" be brought solely or exclusively in specified court(s). NRS 78.046. In the case of an "internal action", the specified courts must include at least one Nevada court whereas no such requirement is imposed with respect to a "concurrent jurisdiction action".

The statute defines an "internal action" to mean any action, suit or proceeding:

1. Brought in the name or right of the corporation or on its behalf, including, without limitation, any action subject to NRS 41.520;
2. For or based upon any breach of any fiduciary duty owed by any director, officer, employee or agent of the corporation in such capacity; or
3. Arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of this title, the articles of incorporation, the bylaws or any agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated beneficiary thereof.

Thus, I was doubly surprised to come across the following provision in the articles of incorporation of a corporation that had recently converted from a Delaware corporation to a Nevada corporation:

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders . . . (iv) any action to interpret, apply, enforce or determine the validity of these Articles of Incorporation or the Bylaws . . .

My first cause for astonishment was that these were articles of incorporation for a Nevada corporation, which apparently had greater confidence in the Delaware courts' ability to interpret and apply Nevada law than the Nevada courts'. Second, the quoted language describes "internal actions" but fails to include at least one Nevada court.