Richards Layton & Finger

Delaware Supreme Court Validates Federal Forum Selection Provisions

May 2020

In a landmark opinion, Salzberg v. Sciabacucchi, the Delaware Supreme Court, reversing the Delaware Court of Chancery’s decision, confirmed the facial validity of so-called federal forum selection provisions in certificates of incorporation of Delaware corporations. The Court’s opinion is significant not only for its key holding but also for the substantial guidance it provides with regard to the adoption and use of federal forum provisions as well as other corporate provisions to regulate the relationship among corporate constituents.