This May marked the three-year anniversary of the Defend Trade Secrets Act. While the prohibitions against trade secret misappropriation created by the DTSA have been well vetted since the Act’s inception, less frequently discussed is the immunity granted under the Act to certain individuals who might expose trade secrets: whistleblowers.
In a significant decision, the Delaware Chancery Court on December 19, 2018 held that certificates of incorporation in Delaware-chartered companies cannot have forum selection provisions requiring shareholder actions under the Securities Act of 1933 to be filed in federal court. In Sciabacucchi v. Salzberg, C.A. 2017-0931-JTL, slip op. (Del. Ch. Dec. 19, 2018), Vice Chancellor J. Travis Laster drew an important distinction between internal-affairs claims, such as derivative actions, which may be regulated by forum selection provisions, and external-affairs claims, such as actions under the 1933 Act, in which the plaintiff happens to be a stockholder but which concern the corporation’s external relationships.