Three separate California Superior Courts have recently upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities Act”) (15...more
On September 1, 2020, the California Superior Court for San Mateo County granted Restoration Robotics, Inc. and certain individual defendants’ (collectively, “Restoration Robotics”) Motion for Reconsideration and Renewed...more
In Salzberg v. Sciabacucchi (pronounced Shabacookie), the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for ’33 Act claims are “facially valid.” Given...more
On March 18, 2020, the Delaware Supreme Court reversed the Delaware Court of Chancery and held that Delaware corporations can adopt federal forum selection provisions for claims arising under the Securities Act of 1933 (the...more
In the last two years, plaintiffs’ lawyers have increasingly been bringing lawsuits under the Securities Act of 1933 (“Securities Act”), such as claims relating to public offerings, in state rather than federal court. ...more
On Wednesday, March 18, 2020, the Delaware Supreme Court overturned a Chancery Court decision that had prohibited Delaware corporations from adopting federal forum selection provisions for actions arising under the federal...more
The Delaware Supreme Court, in reversing a Delaware Court of Chancery decision, upheld a corporate charter provision requiring stockholders bring claims arising under the Securities Act of 1933, as amended (the 1933 Act), in...more
The Delaware Supreme Court held federal-forum provisions, or FFPs, in charters of Delaware corporations are facially valid in Salzberg et al v. Sciabacucchi. The FFPs at issue generally provided that the federal district...more
On March 18, 2020, in a landmark ruling in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the validity of provisions of corporate articles of incorporation that require...more
The Delaware Supreme Court held on March 18 in Salzberg, et al. v. Sciabacucchi that the exclusive federal-forum provisions in certificates of incorporation for three Delaware corporations were not facially invalid....more
In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more
Today, the Supreme Court of Delaware reversed a decision of the Delaware Court of Chancery and affirmatively endorsed the enforceability of federal forum-selection provisions, in a Delaware corporation’s certificate of...more
In Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, Vice Chancellor J. Travis Laster ruled that a Delaware corporation’s certificate of incorporation and bylaws cannot restrict the forum in which stockholders may bring a...more
In 2017, courts across this country were split on whether plaintiffs could assert a class action alleging claims under the Securities Act of 1933 (which provides a private right of action against issuers and others for...more
On December 19, 2018, the Delaware Chancery Court held that a business incorporated in Delaware could not use its corporate charter or bylaws to require that its shareholders bring any securities claims under the Securities...more
On December 19, 2018, The Delaware Court of Chancery held in Sciabacucchi v. Salzberg that Delaware corporations cannot use charter or bylaw provisions to mandate that claims under the Securities Act of 1933 (‘33 Act) must be...more
In March 2018, in Cyan Inc. v. Beaver County Employees Retirement Fund, SCOTUS held that state courts continue to have concurrent jurisdiction over class actions alleging only ’33 Act violations by private plaintiffs and that...more