Shareholders, Forum Selection, Jurisdiction

California Supreme Court Delivers Major Win for Delaware Forum-Selection Clauses

Goodwin on 7/22/2025

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

Don't Say You Weren't Warned! Court Of Appeal Declines To Enforce Delaware Forum Selection Clause In Delaware Corporation's...

Allen Matkins on 9/22/2023

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

Chancery Finds it Lacks Discretion to Decline Jurisdiction Over a Case Where Jurisdiction Exists Under Section 111 of the DGCL

Morris James LLP on 8/11/2022

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

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

BCLP on 3/31/2020

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

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

Smith Anderson on 3/30/2020

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

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

Orrick, Herrington & Sutcliffe LLP on 3/23/2020

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

Forum Selection Bylaws Are Best Considered On A Clear Day

Morrison & Foerster LLP on 9/18/2014

“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

Forum Selection Bylaws Help Combat Multijurisdictional Shareholder Litigation: State Courts are Increasingly Upholding Forum...

Troutman Pepper on 9/4/2014

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

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