Berkshire Hathaway – Lubrizol Merger Agreement

The Lubrizol Corporation recently filed the Agreement and Plan of Merger between Berkshire Hathaway Inc. and itself. The agreement does contain a forum selection clause. So, do you think that the forum selection clause designates Nebraska where Berkshire Hathaway Inc. is located or Ohio where The Lubrizol Corporation is located?

Here’s the answer:

Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the state and federal courts of the State of Ohio in the event that any dispute arises out of this Agreement or any of the Transactions, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or any of the Transactions in any other court. Each of the parties hereto irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any dispute arising out of this Agreement or any of the Transactions in the state and federal courts of the State of Ohio, or that any such dispute brought in any such court has been brought in an inconvenient forum.

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