Supreme Court of Delaware
Salzberg v. Sciabacucchi
March 18, 2020
Summary
The Court reversed the Court of Chancery and held that federal-forum provisions requiring Securities Act claims to be filed in federal court are facially valid under Delaware law. The provisions fall within the broad statutory authorization for charter provisions governing corporate management, corporate affairs, and the powers of the corporation, directors, and stockholders, and they do not conflict with Delaware or federal law. The Court emphasized that facial validity is distinct from later as-applied enforceability challenges.