Solak v. Paylocity Holding Corp.Annotate this Case
At issue in this case was a bylaw adopted by Paylocity Holding Corporation purporting to shift to a stockholder who files an internal corporate claim outside of Delaware without the company’s consent attorneys’ fees and expenses incurred by the company in connection with the claim if the stockholder does not achieve the full remedy sought. Here, a Paylocity stockholder sought a declaration that the bylaw was invalid under Sections 109(b) and 102(b)(6) of the Delaware General Corporation Law. Defendants moved to dismiss the complaint as unripe and for failure to state a claim for relief. The Court of Chancery held (1) Plaintiff’s claims are ripe for review; (2) Plaintiff’s challenge under Section 109(b) states a claim for relief; and (3) Plaintiff’s remaining two claims are dismissed because Plaintiff did not demonstrate that the bylaw violates Section 102(b)(6) and because Plaintiff failed to state a claim for relief with regard to these claims.