December 21, 2018

Delaware Chancery Rules “Federal Forum” Provisions Ineffective

Here’s news from Richards Layton (we’re posting memos in our “Internal Affairs Doctrine/Exclusive Forum Bylaws” Practice Area):

The Delaware Court of Chancery, in Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL (Del. Ch. Dec. 19, 2018), has declared “ineffective and invalid” provisions in three corporations’ certificates of incorporation that purported “to require any claim under the Securities Act of 1933 to be brought in federal court.” Ruling on cross-motions for summary judgment, the Court, by Vice Chancellor Laster, ruled that “[t]he constitutive documents of a Delaware corporation cannot bind a plaintiff to a particular forum when the claim does not involve rights or relationships that were established by or under Delaware’s corporate law. In this case, the federal forum provisions attempt to accomplish that feat. They are therefore ineffective and invalid.”

SEC Posts Hedging Adopting Release!

Yesterday, the SEC posted this 104-page adopting release for the new hedging disclosure rules. We’re posting memos in our “Hedging” Practice Area on Ho, ho, ho…

ISS Updates “Equity Compensation Plans FAQs”

Yesterday, ISS posted this updated set of FAQs for equity compensation plans, complete with 2019 burn rate benchmarks. There are 8 new or modified FAQs…

The World’s Largest Holiday Disclaimer

In what used to be an annual tradition, now-retired Cary Klafter shared this world’s largest holiday disclaimer – running for 21 pages – a few years back…

Broc Romanek