One of the most significant differences between bringing a securities lawsuit in state versus federal court is the application of the mandatory discovery stay set forth in the Private Securities Litigation Reform Act (the...more
Three years ago, the United States Supreme Court confirmed in Cyan, Inc. v. Beaver County Employees Retirement Fund, 138 S. Ct. 1061 (2018) that claims brought under the Securities Act of 1933 (the “Securities Act”) are...more
On July 2, 2021, the US Supreme Court granted the Petition for a Writ of Certiorari filed in Pivotal Software, to address one of the many questions stemming from the Court’s decision in Cyan, which permitted state courts to...more
As New York commercial practitioners will recall, the U.S. Supreme Court in Cyan, Inc. v. Beaver Cty. Emps. Ret. Fund held that state and federal courts have concurrent jurisdiction over class actions alleging violations of...more
As previously discussed in our Sept. 10, 2020, client alert, in Wong v. Restoration Robotics, Inc., Case No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo dismissed...more
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 December 3, 2020, the New York State Appellate Division for the First Judicial Department dismissed an action alleging claims under the Securities Act of 1933 (the “Securities Act”) in Lyu v. Ruhnn Holdings Limited....more
In recent decisions, two separate California Superior Courts have upheld federal forum provisions (“FFP”) in governing corporate documents to preclude state court actions under the Securities Act of 1933 (the “Securities...more
A California court ruled that a forum selection provision in a Delaware company’s registration statement requiring that certain securities litigation be brought solely in federal court was enforceable. Wong v. Restoration...more
- California state court held that federal forum provisions for Securities Act claims are not illegal and may be used to sidestep the bar on removal of Securities Act claims following the United States Supreme Court’s ruling...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
In Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the validity of corporate charter provisions designating federal courts as the exclusive forum for the litigation of claims...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
Ruling suggests a new means of stemming the flood tide of state-court Securities Act claims that followed the U.S. Supreme Court’s Cyan decision in 2018. But uncertainty lingers as to whether post-IPO public companies can...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
On March 18, in Salzberg v. Sciabacucchi, No. 346, 2019, the Delaware Supreme Court held that Delaware corporations may validly adopt forum selection provisions requiring that all claims arising under the federal Securities...more
On March 18, 2020, the Supreme Court of Delaware held that the “relatively recent phenomenon” of federal forum provisions (“FFPs”) in Delaware companies’ charters, which mandate that stockholder claims arising under the...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
On March 18th, the Delaware Supreme Court issued a key decision upholding the validity of corporate charter provisions that designate federal courts as the exclusive forum for the litigation of 1933 Act claims. This opinion...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
Over the past several years, companies conducting public offerings have increasingly been subject to parallel shareholder class actions under Section 11 of the Securities Act of 1933 brought in both federal and state courts. ...more
This week the Delaware Supreme Court ruled that Delaware corporations may enforce federal forum selection clauses (so-called federal forum provisions or “FFPs”) for lawsuits alleging breaches of the Securities Act of 1933....more
The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under...more