![]() The Court also held that Plaintiffs failed to show that Dropbox's Federal Forum Provision was unfair, unreasonable, or unconscionable: Dropbox provided a legitimate business need for adopting the provision (to avoid defending multiple cases simultaneously in both state and federal court) the provision allows plaintiffs to file in any federal court the federal forum permits shareholders to pursue the same claims and remedies as the state court and federal courts are well suited to handle claims under the Securities Act. 477 (1989), in which the Supreme Court held that the Securities Act's provision conferring concurrent state court jurisdiction without the possibility of removal is not critical to a complainants' substantive rights and may be waived. Instead, the Court was guided by Rodriguez de Quijas v. ![]() 1061 (2018), which held that Securities Act cases brought in state court could not be removed to federal court, prohibited enforcement of Federal Forum Provisions under both federal and California law. In the order, the Court rejected plaintiffs' argument that the Supreme Court's decision in Cyan, Inc. ![]() In an opinion issued on December 4, 2020, Judge Nancy Fineman of the San Mateo County Superior Court granted Dropbox's Motion to Dismiss, holding that the Federal Forum Provision in Dropbox, Inc.'s bylaws was enforceable and required litigation of plaintiffs' Securities Act claims in federal court. 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 enforceable under California law. 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. and their respective directors in the Sciabacucchi case, and previously issued an alert describing the Sciabacucchi opinion. Wilson Sonsini represented Stitch Fix, Inc. 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. In March, the Delaware Supreme Court held in Salzberg v.
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