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Securities Act of 1933 Internal Affairs Doctrine

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Kramer Levin Naftalis & Frankel LLP

New York Court Joins Other State Courts in Dismissing Securities Act Claims in Favor of Federal Forum Provision

As we have discussed in prior client alerts, in the wake of the Delaware Supreme Court’s decision in Salzberg v. Sciabacucci (Salzberg), 227 A.3d 102 (Del. 2020), several California state courts have dismissed claims against...more

Wiley Rein LLP

California Court Enforces Federal Forum Selection Provision For 1933 Act Claims

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Kramer Levin Naftalis & Frankel LLP

Delaware Court Strikes Down Federal Forum Selection Provisions in Certificates of Incorporation - Allows Plaintiffs to Bring...

In Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), the Delaware Court of Chancery invalidated provisions in the certificates of incorporation of three Delaware corporations — Blue Apron Holdings...more

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