Salzburg v. Sciabaccuchi: Delaware Supreme Court Upholds Certificate of Incorporation Provisions Making Federal Courts the Exclusive Fora for Federal Securities Act Claims.

In Salzburg v. Sciabaccuchi, 2020 WL 1280785, A. 3d (Del. Mar. 18, 2020), the Delaware Supreme Court upheld the facial validity under Delaware corporate law of certificate of incorporation provisions making the federal courts the exclusive fora for claims arising under the federal Securities Act of 1933, which requires corporations selling securities to make "full and fair disclosure of relevant information" in a publicly filed registration statement. DGCL amendments in 2015 that added Sections 102(f) and 115, addressing the permissibility of forum and fee-shifting provisions for "internal corporate claims", tacitly implied that charters and bylaws may address other types of claims - else the limitation to "internal corporate claims" was unnecessary. [Extracted from the article]