Coverage Litigation Leapfrog: Why Venue Matters and How to Avoid Pre-emptive Strike Actions
Law School Toolbox Podcast Episode 267: Listen and Learn -- UCC 2-207 ("The Battle of the Forms")
Podcast: IP Life Sciences Landscape: Aiding Orange and Purple Book Patent Owners in Developing PTAB Survival Skills
Meritas Capability Webinar - Controlling Where to Fight and Who Pays for it?
In EpicentRx, Inc. v. Superior Court, Case No. S282521, 2025 WL 2027272 (Cal. July 21, 2025), the California Supreme Court held that forum selection clauses may be enforced against California plaintiffs even when the selected...more
Delaware corporations headquartered in California can now successfully move to dismiss investor suits filed in California when the corporations’ governing documents contain forum selection clauses mandating the Delaware Court...more
On July 21, 2025, the California Supreme Court issued a decision in EpicentRx, Inc. v. Superior Court of San Diego County, which held that an exclusive forum-selection clause designating a forum where a civil jury trial would...more
Last month in Bullock v. Rivian Automotive, California’s Fourth District Court of Appeal became the latest to enforce a federal forum provision (FFP) embedded in a Delaware corporation’s charter and affirmed dismissal of a...more
In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more
Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial...more
The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...more
In Lee v. Fisher, 34 F.4th 777 (9th Cir. 2022), the Ninth Circuit affirmed the dismissal of a shareholder derivative suit against The Gap Inc. (Gap), alleging violations of Section 14(a) of the Securities Exchange Act of...more
S’holders Rep. Serv. LLC v. DC Capital Partners Fund II, L.P., C.A. No. 2021-0465-KSJM (Del. Ch. Feb. 14, 2022) - While the Court of Chancery has exclusive subject matter jurisdiction over claims and remedies sounding in...more
The Seventh Circuit issued a resounding message: Delaware forum selection clauses in corporate bylaws cannot lawfully prevent a plaintiff from bringing claims under the Securities Exchange Act of 1934 (the Exchange Act or the...more
As discussed in a previous client alert, The Boeing Company (Boeing) has faced shareholder litigation arising from the fatal crashes of two 737 MAX airplanes. In one such derivative suit filed under Section 14(a) of the...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
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
In a closely-watched case, Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the facial validity of charter provisions requiring that stockholders bring claims arising under the...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
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 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
In adopting an exclusive forum selection bylaw, companies can avoid the cost and complication of multi-forum litigation after an M&A transaction. In response to the wasteful and burdensome trend of multi-forum...more
As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013; The Future of Exclusive Forum Bylaws, November 2013), forum selection bylaws (also sometimes called exclusive forum bylaws) have become...more
“Exclusive forum” bylaws and charter provisions are a powerful tool for managing the risk of parallel corporate governance litigation against a company and its directors in multiple forums, allowing stockholders to bring such...more
When almost 98 percent of takeover transactions valued at more than $100 million result in shareholder litigation, and often such transactions are the subject of multiple lawsuits filed in multiple jurisdictions, it is no...more