On Thursday, May 17, 2012 at 4 PM EST, Glass Lewis hosted a Proxy Talk conference call to discuss a shareholder proposal seeking to repeal Chevron Corporation’s exclusive forum bylaw which generally requires shareholders to bring certain types of legal actions only in Delaware. Representatives of Amalgamated Bank’s LongView Funds air their concerns about the exclusive forum bylaw and why they think shareholders should vote in favor of their shareholder proposal to repeal it.

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In September 30, 2010, Chevron adopted a bylaw requiring that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain legal actions. Amalgamated Bank’s LongView Funds have filed a shareholder proposal seeking to repeal the bylaw. The Company notes that the bylaw was amended in 2012 to adopt new protective provisions as a result of discussions with Amalgamated Bank.

Amalgamated believes the bylaw deprives Chevron investors of their statutory right to choose the forum in which to bring a suit to seek recourse for corporate malfeasance.  It also believes the bylaw, despite the amendment, is overbroad because it covers investor suits where no need for this legal restriction has been demonstrated.

Chevron cites many reasons for adopting the bylaw including the Company’s incorporation in Delaware, that Delaware law governs the relationships among the Company’s directors, officers and its shareholders and that Delaware courts have special expertise in deciding issues of Delaware law. Further, Chevron notes that companies are facing multiple, virtually identical lawsuits in multiple states and bear the risk of inconsistent rulings as well as increased litigation costs.

Glass Lewis will ask Amalgamated’s representatives about the bylaw, why they believe it diminishes shareholder protections and why they believe shareholders should support the repeal of the bylaw. The Chevron annual meeting is May 30, 2012.

Download a recording of this Proxy Talk by clicking here.