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Securities Act of 1933 Securities Litigation 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

Goodwin

Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct

Goodwin on

Delaware Court of Chancery Awards Attorneys’ Fees After Gilead’s “Glaringly Egregious” Litigation Conduct; S.D.N.Y Grants Plaintiffs’ Partial Summary Judgment in Securities Class Action Against Perrigo; SPAC Investors Launch...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

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

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

Cooley LLP on

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

Faegre Drinker Biddle & Reath LLP

Delaware Supreme Court Upholds Validity of Exclusive Federal Forum Provisions

The Delaware Supreme Court upheld the validity of exclusive federal forum provisions included in Delaware certificates of incorporation requiring actions arising under the Securities Act of 1933 to be filed in federal court...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

Cadwalader, Wickersham & Taft LLP

Delaware Supreme Court Rejects Challenge to Federal Forum Provisions Requiring Securities Act Claims to Be Brought in Federal...

On March 18, 2020, the Delaware Supreme Court issued its unanimous decision in Salzberg v. Sciabacucchi, authored by Justice Karen L. Valihura, in which it reversed the Court of Chancery and rejected a facial challenge to...more

Perkins Coie

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

Perkins Coie on

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

White and Williams LLP

Delaware Supreme Court Upholds Federal Forum Selection for Securities Act Claims

White and Williams LLP on

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

Cooley LLP on

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

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

Sheppard Mullin Richter & Hampton LLP

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

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

Fenwick & West LLP

Delaware Supreme Court Rules That Corporations May Require Securities Act Claims to be Litigated in Federal Court

Fenwick & West LLP on

The Delaware Supreme Court recently ruled that corporations may require stockholders to litigate claims under the Securities Act of 1933 (Securities Act) in federal court, holding that such forum provisions in corporate...more

Goodwin

Delaware Supreme Court Finds Federal Forum Provisions Facially Valid

Goodwin on

On March 18, 2020, the Delaware Supreme Court issued a decision in Salzberg, et al. v. Sciabacucchi, No. 346, 2019 (Del. Sup. Ct. Mar. 18, 2020), upholding the validity of charter provisions or bylaws that require claims...more

WilmerHale

Delaware Supreme Court Upholds Validity of Federal Forum Provisions in Landmark Ruling

WilmerHale on

On March 18, 2020, in a landmark ruling in Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the validity of provisions of corporate articles of incorporation that require...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

Proskauer - Corporate Defense and Disputes

Delaware Supreme Court Rules That Corporate Charters Can Require Litigation of Federal Securities Act Claims in Federal Court

The Delaware Supreme Court ruled today that Delaware corporations can adopt charter provisions requiring that actions under the federal Securities Act of 1933 be filed in a federal court. The decision in Salzberg v....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

Allen Matkins

Is The Court of Chancery Sending Cases To California?

Allen Matkins on

In Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, Vice Chancellor J. Travis Laster ruled that a Delaware corporation’s certificate of incorporation and bylaws cannot restrict the forum in which stockholders may bring a...more

A&O Shearman

Delaware Court Of Chancery Approves $3 Million In Attorneys' Fees For Successful Challenge To Forum-Selection Charter Provisions

A&O Shearman on

On July 8, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery awarded $3 million to plaintiffs’ lawyers in Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. July 8, 2019). As we discussed in a...more

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