Richards Layton & Finger

Delaware Court of Chancery Strikes Federal Forum Selection Provisions

January 2019

In Sciabacucchi v. Salzberg, the Delaware Court of Chancery struck down provisions in the certificate of incorporation of three defendant corporations purporting to require any claim under the Securities Act of 1933 (1933 Act) to be filed in the federal district courts of the United States of America. The opinion is relevant not only for its key holding but also for the Court’s observations regarding the scope of provisions that validly may be included in certificates of incorporation and bylaws of Delaware corporations.