M&A activity is making a comeback in 2023, according to Bloomberg Law (“M&A Roars Back in $40 Billion Surge Led by Miners, Storage” A. Kirchfeld and D. Nair, Feb. 6, 2023). The rise in.
In March, the Delaware Supreme Court held in
Salzberg v. Sciabacucchi, 227 A.3d 102 (Del. 2020) that Federal Forum Selection Provisions, corporate bylaw or charter provisions that require claims under the Securities Act of 1933 (the Securities Act ) to be brought in federal court, are facially valid under Delaware s General Corporation Law. Wilson Sonsini represented Stitch Fix, Inc. and Roku, Inc. and their respective directors in the
Sciabacucchi case, and previously issued an alert describing the
Sciabacucchi opinion. The Delaware Supreme Court, however, expressly left open the question of whether Federal Forum Provisions were enforceable, leaving that decision to the various state courts in which Securities Act claims were filed. Three recent decisions in California have considered the enforceability of Federal Forum Provisions adopted by Restoration Robotics, Inc., Uber, Inc., and Dropbox, Inc., as a matter of first impression, and each found the provisions enfor