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Securities Act of 1933 Forum Selection Securities Litigation

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 -
A&O Shearman

California Appellate Court Affirms Dismissal Of Putative Class Action Against Electric Vehicle Company Based On Federal Forum...

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On April 23, 2025, the Fourth Appellate District Court of Appeal of the State of California affirmed the dismissal of a putative class action asserting claims under the Securities Act of 1933 against an electric vehicle...more

Allen Matkins

Is Bullock v. Rivian the Nail in the Coffin for California State 1933 Act Claims?

Allen Matkins on

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

Skadden, Arps, Slate, Meagher & Flom LLP

California Court of Appeal Upholds Federal Forum Provision

In the first published decision of a court of appeal outside Delaware, on April 28, 2022, the California Court of Appeal in Wong v. Restoration Robotics, Case No. A161489, affirmed the trial court’s decision to enforce a...more

Seyfarth Shaw LLP

The Grundfest Solution Works Again and Corporate Counsel of Public Companies Should Take Notice of the Upside of Federal Forum...

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On April 28, 2022, the California Court of Appeals became the first appellate court outside of Delaware to uphold a federal forum provision (“FFP”) in governing corporate documents. The appellate decision was issued in the...more

Herbert Smith Freehills Kramer

California Appellate Court Affirms Lower Court Decision Enforcing Federal Forum Selection Clause in Company’s Charter

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

Latham & Watkins LLP

California Court of Appeal Upholds Federal Forum Provision Covering State-Court IPO Securities Class Actions

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On April 28, 2022, the California Court of Appeal issued a much-anticipated decision in Wong v. Restoration Robotics, Case No. A161489, enforcing a forum selection clause contained in a corporate charter provision that...more

Herbert Smith Freehills Kramer

Two Additional California Courts Dismiss Securities Act Claims in Favor of Federal Forum Selection Provisions

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

Skadden, Arps, Slate, Meagher & Flom LLP

Within Three Months, a Second California State Court Enforces a Federal Forum Charter Provision for Securities Act Claims

A California state court dismissed a putative securities fraud class action against Uber, as well as certain individuals and underwriters, on the grounds of inconvenient forum, holding that the federal forum selection...more

Seyfarth Shaw LLP

California Superior Courts Enforce Delaware Corporations’ Federal Forum Provision For Securities Act Lawsuits

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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

Goodwin

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits

Goodwin on

California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits; California District Court Dismisses Fraud-Related Claims Against AT&T; Third Circuit Holds Challenge to SEC’s Decision to...more

Akin Gump Strauss Hauer & Feld LLP

Judge Rules California State Law Does Not Prohibit Federal Forum Provisions That Seek To Avoid Cyan’s Bar on Removal of Securities...

- 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

Orrick, Herrington & Sutcliffe LLP

Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate...

On September 1, 2020, a California Superior Court judge in San Mateo County upheld a federal forum provision (“FFP”) in the charter of Delaware company Restoration Robotics, Inc., which mandated that stockholder claims under...more

Herbert Smith Freehills Kramer

California Superior Court Dismisses Securities Act Claims in Favor of Federal Forum Selection Provision in Company’s Charter

In Wong v. Restoration Robotics, Inc., Case No. 18CIV02609 (Cal. Sup. Ct. Sept. 1, 2020), the Superior Court of California for the County of San Mateo recently dismissed claims against an issuer and its directors and officers...more

Cooley LLP

Blog: California court enforces Delaware exclusive federal forum provision

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Supreme Court Upholds Validity of Provisions Designating Federal Courts as Exclusive Forum of 1933 Act Claims

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

Sullivan & Worcester

Delaware Supreme Court Upholds Federal Forum Selection Provisions - Delaware Corporations May Now Adopt Federal Forum Selection...

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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

Perkins Coie

Delaware Supreme Court Holds Federal Forum-Selection Provisions Are Sometimes Enforceable

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Reversing the Delaware Court of Chancery, the Supreme Court of Delaware held in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. March 18, 2020) that corporate forum-selection provisions requiring claims under the Securities Act...more

Pillsbury Winthrop Shaw Pittman LLP

Delaware Supreme Court: Delaware Corporations May Adopt Federal-Forum Provisions Requiring That Securities Act Claims Be Brought...

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

Akerman LLP

Delaware Supreme Court Validates Cost Saving Federal Forum Selection Provisions in Corporate Charters

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On March 18, 2020, the Delaware Supreme Court reversed a Chancery Court decision invalidating federal forum selection provisions contained in the certificates of incorporation of three Delaware corporations – Blue Apron...more

White and Williams LLP

Delaware Supreme Court Upholds Federal Forum Selection for Securities Act Claims

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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

Wilson Sonsini Goodrich & Rosati

Practical Considerations for Private and Public Company Clients in Light of the Delaware Supreme Court's Decision Upholding...

Last week, the Delaware Supreme Court issued an important decision upholding the validity of "Federal Forum Provisions" in corporate charters requiring that claims under the Securities Act of 1933 (the "'33 Act") be brought...more

Epstein Becker & Green

Delaware Supreme Court Upholds Federal Forum Provision for Securities Act Claims

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The Supreme Court of Delaware has upheld provisions in corporate certificates of incorporation requiring that lawsuits instituted under the federal Securities Act of 1933 (“Securities Act”) be brought exclusively in federal...more

Cooley LLP

Alert: Delaware Supreme Court Upholds Exclusive Federal Forum Charter Provisions

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On Wednesday, in Salzberg v. Sciabacucchi, the Delaware Supreme Court unanimously held that charter provisions designating the federal courts as the exclusive forum for '33 Act claims are "facially valid," thereby reversing...more

Alston & Bird

Delaware Affirms Validity of Federal-Forum Selection Clauses for Section 11 Claims

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Our Securities Litigation Group discusses the implications of the Delaware Supreme Court allowing corporations to require Securities Act stockholder actions to be brought in federal court....more

Mintz - Securities & Capital Markets...

Supreme Court of Delaware Overturns Court of Chancery, Allowing Corporations To Enact Federal Forum Provisions to Keep Securities...

On March 18, 2020, the Delaware Supreme Court (the “Court”) issued a groundbreaking decision reversing the Delaware Court of Chancery’s December 2019 ruling in Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (Del. Ch. Dec....more

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