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Securities Act of 1933 › Jurisdiction › Delaware General Corporation Law

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 -
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

Seyfarth Shaw LLP

Dropbox Becomes Third California Superior Court Decision To Enforce Delaware Corporations’ Federal Forum Provision For Securities...

Seyfarth Shaw LLP on

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

BCLP

Federal Forum Provisions for Securities Act Claims Upheld by Delaware Supreme Court

BCLP on

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

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Confirms That Federal Forum Provision Is Facially Valid, Reversing Court of Chancery

Sheppard Mullin Richter & Hampton LLP on

In Sciabacucchi v. Salzberg, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020), the Delaware Supreme Court reversed a Delaware Court of Chancery (Laster, V.C.) decision declaring invalid a federal forum selection provision...more

Morgan Lewis

Delaware Supreme Court Ruling Allows Exclusive Federal Forum Provisions For ’33 Act Claims

Morgan Lewis on

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

A&O Shearman

So Long, Cyan?—Delaware Supreme Court Endorses Federal Forum-selection Provisions for Securities Act Claims

A&O Shearman on

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

Mintz - Securities Litigation Viewpoints

Delaware Chancery Court Holds Corporations Cannot Enact Federal Forum Provisions To Bypass Cyan and Preclude State Courts from...

Mintz - Securities Litigation Viewpoints on

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

Bass, Berry & Sims PLC

Delaware Chancery Court Closes Off Potential Route Around Cyan

Bass, Berry & Sims PLC on

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

White and Williams LLP

Delaware Chancery Court Invalidates Charter Provisions Requiring Federal Forum Selection for Claims Under The Securities Act Of...

White and Williams LLP on

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

Cooley LLP

Blog: Delaware Chancery invalidates exclusive federal forum provisions

Cooley LLP on

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

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