LRCXLam Research

We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” In future filings, please add a risk factor related to this provision and disclose whether this provision applies to actions arising under the Securities Act or Exchange Act.

Rest of the question

In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please include disclosure in future filings that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

We respectfully acknowledge the Staff’s comment. In our next Quarterly Report on Form 10-Q, we propose to include a risk factor related to our exclusive forum provision substantially as set forth below, and we intend to include a similar risk factor in future periodic reports so long as our bylaws continue to include this provision.

Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive judicial forum for certain legal actions between the Company and its stockholders, which may discourage lawsuits with respect to such claims.

Our bylaws provide that,

Rest of the answer

unless we consent otherwise, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for lawsuits asserting certain stockholder claims (including claims asserted

January 15 2021

Page | 2 derivatively for our benefit), such as claims against directors and officers for breach of a fiduciary duty, claims arising under any provision of the General Corporation Law of Delaware or our certificate of incorporation or our bylaws, or claims governed by the internal affairs doctrine. This is a general summary of the bylaw provision; you should refer to the language of the bylaws for details. The forum provision does not apply to actions arising under the Securities Exchange Act of 1934 or the Securities Act of 1933, or related Securities and Exchange Commission rules and regulations.

As a Delaware corporation, Delaware law controls issues of our internal affairs, including duties that our directors, officers, employees, and others owe to the Company and its stockholders. We believe that our exclusive forum provision benefits us, and our stockholders, by permitting relatively prompt resolution of lawsuits concerning our internal affairs, promoting consistent application of Delaware law in these lawsuits, and reducing the possibility of duplicative, costly, multi-jurisdictional litigation with the potential for inconsistent outcomes. However, the forum provision limits a stockholder’s ability to bring a claim in a judicial forum that it believes may be more favorable than Delaware, and this could discourage the filing of such lawsuits.

We hope that the foregoing is responsive to your comments. If you have any questions regarding the foregoing, please contact me at (510) 572-5156. Thank you for your assistance.

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