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 the broad enabling language of Delaware's certificate-of-incorporation statute. The provisions regulate intra-corporate litigation, fall within the statutory authority to manage corporate affairs and regulate corporate powers, and are not prohibited by the statutory provisions governing internal corporate claims. The court therefore reversed the Court of Chancery's summary judgment and fee award.