This section contains the nature of the case and procedural background.

Chevron (D) and FedEx (D) both adopted bylaws such that the forum for litigation related to internal affairs should be the Delaware Court of Chancery. The boards of both companies were empowered in their certificates of incorporation to adopt bylaws under 8 Del. C. § 109(a). Ps are stockholders in Ds, and they sued claiming the bylaws were beyond authority under the Delaware General Corporation Law. Also, because they were unilaterally adopted by the boards using their power to make bylaws, they could not be legally upheld under Zapata. Ds moved for judgment on the pleadings on the counts relating to the statutory and contractual validity of the bylaws.

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