NEW:  Tulane Law’s Professor Ann Lipton discusses the federal forum selection charter provision that DoorDash, Inc. adopted in advance of an anticipated initial public offering in DoorDash’s Forum Selection Clause and the Exercise of Some Restraint – For Now.

Seyfarth Shaw discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in California Superior Court Enforces Delaware Corporation’s Federal Forum Provision For Securities Act Lawsuits.

John Laide of Deal Point Data concludes that, following the Delaware Supreme Court’s decision in Matthew B. Salzberg, et al. and Blue Apron Holdings, Inc., et al. v. Matthew Sciabacucchi, No. 346, 2019, opinion (Del. Mar. 18, 2020; rev. Apr. 14, 2020), that Federal Forum Selection Provisions are becoming standard in the governing documents of IPO companies and existing companies, and that few companies seek shareholder input on such provisions, in Companies’ Response to Delaware Supreme Court Upholding Federal Forum Provisions.

Goodwin Procter discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in California State Court Upholds Exclusive Federal Forum-Selection Charter Provision for 1933 Act Suits.

Akin Gump discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in Judge Rules California State Law Does Not Prohibit Federal Forum Provisions That Seek To Avoid Cyan’s Bar on Removal of Securities Claims.

Dechert discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in California Superior Court Enforces Federal Forum Selection Provision Under California Law.

Freshfields discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in Get thee to Federal Court: California court enforces federal forum provision for IPO securities lawsuits.

Orrick discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in Dismissing Securities Act Claims, California State Court Holds That Federal Forum Selection Provision in Delaware Corporate Charter Is Enforceable.

Fenwick & West discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in California Judge Rules That Federal Forum Provisions May Be Permitted.

Kramer Levin discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in California Superior Court Dismisses Securities Act Claims in Favor of Federal Forum Selection Provision in Company’s Charter.

Cooley discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation in California court enforces Delaware exclusive federal forum provision.

Reuters’ Alison Frankel discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation, finding that use of the forum provision was not illegal under California law in Are Delaware federal forum selection clauses unconstitutional?

Keith Bishop discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation, finding that use of the forum provision was not illegal under California law in California Court Rules Federal Forum Bylaw Provision To Be “Procedurally unconscionable. Indeed, glaringly so.”

$$$ Law 360 discusses the California Superior Court’s ruling in Sunny C. Wong v. Restoration Robotics, Inc., et al., C.A. No. 18-2609, order (Cal. Super. Sept. 1, 2020), declining jurisdiction over a securities class action where the corporation included a federal forum selection provision in its certificate of incorporation, finding that use of the forum provision was not illegal under California law in Calif. Judge Rules Cyan Loophole ‘Not Illegal’ Under State Law.

Cooley discusses the Delaware Supreme Court’s Blue Apron decision upholding the validity of charter provisions requiring that federal securities claims that are subject to the jurisdiction of both state and federal courts be brought only in federal courts, and a current action challenging the validity of a federal forum selection bylaw in a California State Court securities action in Will the California courts enforce a Delaware exclusive federal forum provision?

Reuters’ Allison Frankel discusses Seafarers Pension Plan v. Robert A. Bradway, et al. [Boeing], C.A. No. 2020-0556-, compl. (Del. Ch. July 8, 2020), in which stockholder plaintiff, whose derivative securities claims were dismissed by a Federal Court under a Delaware forum selection bylaw, brings suit in the Court of Chancery alleging that the bylaw is invalid and unenforceable, and that nominal defendant’s board breached the bylaw by enforcing the forum selection clause to dismiss the federal action in Boeing shareholder challenges forum selection clause for barring federal derivative claim.

Reuters’ Allison Frankel discusses former Delaware jurist’s submission of an amicus brief supporting the validity of a federal forum selection bylaw in a California State Court securities action in Ex-Dela. judges defend Securities Act forum clauses in Calif. Dropbox case.

Tulane Law’s Professor Ann Lipton discusses the U.S. District Court for the Northern District of Illinois’ ruling in Seafarers’ Pension Plan v. Robert A. Bradway, et al. and The Boeing Company, C.A. No. 19-8095, order (N.D. Ill. June 8, 2020), which dismissed a stockholder’s derivative securities action under Section 14(a) of the Exchange Act on forum non conveniens grounds, finding that Boeing’s forum selection bylaw providing that the Delaware Court of Chancery is the exclusive forum for any derivative action brought on behalf of the Corporation, and the sole forum for any action asserting a claim for breach of fiduciary duty owed to the corporation in And the Salzberg v. Sciabacucchifallout begins.

Amending the Delaware Corporate Code by Going to Court: Some Thoughts on Sciabacucchi v. Salzberg argues that Delaware statutory law governing corporate charter provisions and bylaws should not be interpreted in light of the internal affairs doctrine, but amend the statute to expressly provide that it applies only to powers of stockholders that arise under Delaware law.

Professor Joseph A. Grundfest discusses the recent appeal from Matthew Sciabacucchi v. Matthew B. Salzberg, et al. and Blue Apron Holdings, Inc., et al., C.A. No. 2017-0931-JTL, memo. op. (Del. Ch. Dec. 19, 2018), which found charter provisions requiring that claims under the Securities Act of 1933 be brought in Federal Court impermissible under Delaware law, arguing why the provisions should be upheld in “If I Agreed With You, We’d Both Be Wrong:” Section 11 Claims as “Internal Corporate Claims” Under DGCL 115.

Cooley discusses the recent appeal from Matthew Sciabacucchi v. Matthew B. Salzberg, et al. and Blue Apron Holdings, Inc., et al., C.A. No. 2017-0931-JTL, memo. op. (Del. Ch. Dec. 19, 2018), which found charter provisions requiring that disclosure claims under the Securities Act of 1933 be brought in Federal Court impermissible under Delaware law in Will the Delaware Supreme Court revive exclusive federal forum provisions for ’33 Act claims?