The decision is a positive development for Delaware corporations seeking to reduce duplicative state court litigation arising from public securities offerings.

On March 18, 2020, the Delaware Supreme Court issued its long-awaited decision in Salzberg v. Sciabacucchi,1 holding that federal forum selection bylaws and charter provisions for claims arising under the Securities Act of 1933 are facially valid under Delaware law. Such forum selection provisions were broadly implemented in the wake of the United States Supreme Court’s decision in Cyan, Inc. v. Beaver County Employees’ Retirement Fund,2 in which the Court held that claims arising under the federal Securities Act of 1933 could be filed either in state or federal court. Through bylaw and charter provisions, many companies sought to avoid the implications of Cyan by requiring Securities Act claims be brought exclusively in federal (not state) courts.