Delaware Court of Chancery Strikes Federal Forum Selection Provisions

January 2019


In Sciabacucchi v. Salzberg, the Delaware Courtof Chancery struck down provisions in the certificateof incorporation of three defendant corporationspurporting to require any claim under the SecuritiesAct of 1933 (1933 Act) to be filed in the federaldistrict courts of the United States of America. Theopinion is relevant not only for its key holding butalso for the Court’s observations regarding the scopeof provisions that validly may be included in certificatesof incorporation and bylaws of Delawarecorporations.

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