Delaware Supreme Court Building. Four Years In: How Federal Forum Selection Clauses Have Fared Following Delaware's Landmark Decision in 'Salzberg'
In March 2020, the Delaware Supreme Court issued a landmark ruling in 'Salzberg v. Sciabacucchi'. This article addresses developments that have occurred over the past four years since the ruling and highlights key takeaways for practitioners.
March 04, 2024 at 10:00 AM
10 minute read
Four years ago, in March 2020, the Delaware Supreme Court issued a landmark ruling in Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020). In it, the court upheld the validity of provisions included in a Delaware corporation's certificate of incorporation that require shareholders of that corporation to sue in federal court, rather than state court, over alleged violations of the Securities Act of 1933 (the Securities Act); these claims arise most frequently in the initial public offering (IPO) context. These provisions, referred to as federal forum provisions (FFPs) are essentially contractual provisions between a corporation and its shareholders.
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