Tag Archives: Securities Act

Delaware Supreme Court Permits Delaware Corporations to Include Federal Forum Provisions in Their Charters & Bylaws

By: Oderah C. Nwaeze and James J. Regan

On March 18, 2020, the Delaware Supreme Court reversed the Delaware Court of Chancery’s decision in Sciabacucchi v. Salzberg, 2018 WL 6719718 (Del. Ch. Dec. 19, 2018), which had held that federal forum provisions (FFPs) for claims under the Securities Act of 1933 (’33 Act) are facially invalid and therefore cannot be included in a Delaware company’s charter or bylaws.

The Delaware Supreme Court’s holding that Delaware corporations may add FFPs to their charter and bylaws is a positive development for companies that wish to trade the uncertainty and expense of defending multiple lawsuits in various state and federal court jurisdictions for the steady guidance of a venue with the background and experience necessary to resolve disputes under the ’33 Act.

Continue reading Delaware Supreme Court Permits Delaware Corporations to Include Federal Forum Provisions in Their Charters & Bylaws