A Delaware corporation’s bylaw requiring any shareholder derivative suit be brought in Delaware Chancery Court is enforceable.  Such a forum selection clause does not offend any federal statute or public policy.  Here, the complaint alleged a claim under Securities Exchange Act section 14(b) (15 USC 78n) which governs proxy statements.  The Securities Exchange Act’s non-waiver provision applies only to the act’s substantive, not its procedural provisions and so did not prevent the corporation from waiving the act’s designation of federal courts as the exclusive forum for litigation of claims under the act.  The bylaw is also valid under Delaware law.