News & Analysis as of

Securities Act of 1933 Jurisdiction Shareholder 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 -
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

A&O Shearman

California Appellate Court Affirms Decision To Dismiss Putative Securities Class Action Against Hair Implantation Company Because...

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On April 28, 2022, the First Appellate District Court of Appeals for the State of California affirmed the dismissal of putative securities class action against a hair transplant technology company (the “Company”) alleging...more

Seyfarth Shaw LLP

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

Seyfarth Shaw LLP on

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

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

Smith Anderson

Another Tool in the Toolbox – Delaware Approves “Federal Forum Provisions” For Stockholder Securities Claims

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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

Orrick, Herrington & Sutcliffe LLP

Reversing Chancery Court, Delaware Supreme Court Holds That Federal Forum Provisions in Delaware Corporate Charters Are Valid

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

A&O Shearman

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

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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...

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

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