The second proposal would eliminate small shareholder claims. It would ban appraisal rights if the aggregate amount of claims asserted were less than 1 percent of the outstanding shares or $1 million in total. This amendment is aimed at small investors, mostly individuals who have traditionally brought these claims. It would eliminate these claims and make it particularly hard to exercise appraisal rights in bigger companies.

This proposal is a bit disconcerting. If a company is not paying fair value, why should a claim be prohibited simply because it is small? While preventing frivolous claims is admirable, is such a blunt remedy necessary?

The second important amendment would permit forum selection bylaws, but with a twist. Forum selection bylaws were a response to the rise of multijurisdictional litigation. In 2012, 92 percent of mergers were litigated, and more than 50 percent were litigated in more than one place. Plaintiffs’ attorneys filed suits in multiple states to play judges against one another and pursue litigation in a place that was more likely to be favorable to their clients.

In response, companies began to adopt forum selection bylaws that designated only one forum for litigation, almost always Delaware. For the most part, these bylaws, which could be easily adopted without shareholder approval, have been upheld when considered by state courts.

Delaware’s Legislature is proposing, out of an abundance of caution, to add a statutory authorization of these bylaws. But the proposed law does not allow a company incorporated in Delaware to designate another state as an exclusive forum. For example, a company based in California but incorporated in Delaware could not select California for litigation.

From the point of view of Delaware’s lawmakers, this discrimination is justified because it is their law and they see their courts as being in the best position to make decisions. But they do come off looking greedy. Delaware might indeed be the best place for this litigation, but why not let companies decide what’s best?

Furthermore, the change appears unnecessary. According to a letter by Prof. Joe Grundfest of Stanford Law School to the Delaware bar, 1,029 companies have adopted a forum selection provision. Every single Delaware company, 830 in all, designate Delaware as an exclusive forum.