Jackson Walker partner Byron Egan spoke with Law360 about the Delaware Supreme Court’s reversal of the Chancery Court’s rejection of federal-court-only charter mandates for certain Securities Act disputes.
“Basically, what the Supreme Court of Delaware did was uphold corporate charter provisions that provide that claims against a corporation under the federal Securities Act of 1933 are required to be brought in a federal court,” he said. “That’s very important, because you have these cases pending in other jurisdictions, and without such a charter provision, corporations are forced to deal with them in a variety of forums.”
He added that the outcome of Salzburg et al. v. Sciabacucchi could have lingering effects on the world of M&A.
“That’s a pretty significant case,” he said. “You’re seeing a lot of merger agreements where the case would have to be filed in federal court under the Securities Act of 1933 if the corporation’s charter contained a federal court forum provision.”
To read more, view the Law360 article “Delaware Shaped Deal Clauses, Disclosures In 2020” (subscription required).
Based in Dallas, Byron F. Egan regularly handles business combinations of corporations, limited liability companies, and partnerships, including mergers and acquisitions, purchases and sales of stock, and other equity interests, and sales and exchanges of assets. He also handles the related entity governance and structure issues. In 2020, Byron published the third edition of EGAN ON ENTITIES: Corporations, Partnerships and Limited Liability Companies in Texas, a treatise on the Texas Business Organizations Code.
Byron is the only attorney to have received the Burton Award for Legal Achievement four times and is consistently recognized among the top corporate and M&A lawyers in Texas by a number of publications. Also, he was honored in 2019 as Chair Emeritus of the State Bar of Texas’ Choice, Governance & Acquisition of Entities Course, which he co-founded in 2002.