Salzberg v. Sciabacucchi

Summary

The Supreme Court of Delaware held that federal-forum provisions requiring Securities Act claims to be filed exclusively in federal court are facially valid provisions under Delaware corporate law. The provisions fall within the broad authorization for certificate provisions governing corporate management, affairs, and the powers of the corporation, directors, and stockholders, and they are not prohibited by the statutory provisions concerning internal corporate claims. The Court reversed the Court of Chancery's summary judgment ruling; any later challenge to enforcement must be evaluated as applied.