As to federal-law claims under the Securities Act, SLUSA amended the Act in three potentially relevant ways: SLUSA added the italicized exception to the Securities Act's concurrent-jurisdiction provision: "The district courts of the United States ... shall have jurisdiction of offenses and violations under this subchapter ... and, concurrent with State and Territorial courts, except as provided in section77p of this title with respect to covered class actions, of all suits in equity and actions at law brought to enforce any liability or duty created by this subchapter." 15 U.S.C. §77v(a) (the italicized language is known as the "except clause"). SLUSA amended the Securities Act's anti-removal provision by adding the italicized exception: "Except as provided in section77p(c) of this title, no case arising under this subchapter and brought in any State court of competent jurisdiction shall be removed to any court of the United States."

The case began in June 2014, when Cyan stock purchasers brought a securities class action in California state court against Cyan, asserting violations of Sections 11, 12(a)(2), and 15 of the Securities Act. Cyan argued that SLUSA amended the Securities Act jurisdictional provision, 15 U.S.C. §77v(a), to provide an exception to the Securities Act’s general rule that state and federal courts have concurrent jurisdiction over Securities Act claims. Cyan moved to dismiss for lack of subject matter jurisdiction, arguing that SLUSA prohibited state courts from adjudicating Securities Act class actions.

[16] Given the uncertainty that Supreme Court review in Cyan raises about the continued viability of Securities Act class actions in state courts, defendants facing securities class actions in state courts may have an opportunity to slow or stay those cases pending a ruling by the Court.[1] See 15 U.S.C. §§ 77k and 77l.[2] 15 U.S.C. § 77v(a).[3]See Merrill Lynch, Pierce, Fenner & Smith Inc. v. Dabit, 547 U.S. 71, 81-82 (2006).

Cavello Bay, 986 F.3d at 165-66 (citation omitted). 15 U.S.C. § 77v(c); 15 U.S.C. § 78aa(b); see SEC v. Traffic Monsoon, LLC, 245 F. Supp. 3d 1275, 1294 n.10 (D. Utah 2017).See Mason v. Continental Grp., Inc., 474 U.S. 1087, 1087-88 (1986) (White, J., dissenting) (because circuit differences in rules “may have the troubling effect of encouraging forum shopping by plaintiffs,” the “conflict among the Circuits . . . can hardly be passed over as an unimportant one unworthy of this Court’s attention”).

[25] For convenience, we use the term enforcement action to refer to any SEC lawsuit, whether executed as a legal action in the appropriate United States district court or as an administrative proceeding before an SEC administrative law judge. Federal courts have jurisdiction over violations of the federal securities laws under 15 U.S.C. § 77v(a), 15 U.S.C. § 78aa, and 28 U.S.C. § 1331.[26] “Standalone PDM” is a financial product that functions only or will function only as private money; it has a currency-only function. We discuss its purported function as an investment below.[27] Non-monetary digital assets that are simply perceived as “investments.”

18FOOTNOTES2020 WL 1280785 (Del. Mar. 18, 2020).Section 22 of the Securities Act (15 U.S.C. §77v(a).138 S. Ct. 1061 (2018).

36 While such an as-applied challenge may at some point be made, in the main, the decision places FPPs on solid ground with respect to typical shareholder litigation under the 1933 Act—notably, including with respect to shareholder claims against the company’s officers and directors arising out of an IPO, which falls squarely within the scope of Section102(b)(1).371Salzberg v. Sciabacucchi, No. 346, 2019, 2020 WL 1280785 (Del. Mar. 18, 2020).2 15 U.S.C. § 77e.3 15 U.S.C. § 77k(a).4 15 U.S.C. § 77v(a).5Id.6Cyan, Inc. v. Beaver Cty. Emps. Ret. Fund, 138 S. Ct. 1061, 1066 (2018).7 15 U.S.C. § 77p(b).

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision inSalzberg v. Sciabacucchiin which the Delaware Supreme Court upheld forum selection charter provisions that require claims under the Securities Act of 1933 to be brought in federal court. As discussed previously in this space, federal and state courts have concurrent jurisdiction over these types of claims pursuant to Section 22 of the Securities Act (15 U.S.C. § 77v(a)). However, the U.S. Supreme Court's decision in Cyan, Inc. v. Beaver Cty. Emps. Ret. Fund, 138 S. Ct. 1061 (2018) resulted in an escalation of state court filings because the Court found that '33 actions filed in state court were not removable to the federal courts.

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under the Securities Act of 1933 to be brought in federal court. As discussed previously in this space, federal and state courts have concurrent jurisdiction over these types of claims pursuant to Section 22 of the Securities Act (15 U.S.C. § 77v(a)). However, the U.S. Supreme Court's decision in Cyan, Inc. v. Beaver Cty. Emps. Ret. Fund, 138 S. Ct. 1061 (2018) resulted in an escalation of state court filings because the Court found that '33 actions filed in state court were not removable to the federal courts.

Scoville v. SEC, 913 F.3d 1204, 1215 (10th Cir. 2019). Specifically, in 2010, Congress enacted the Dodd-Frank amendments (15 U.S.C. §§77v(c), 78aa(b)) which state, in relevant part, that courts have jurisdiction over securities fraud actions involving either:conduct within the Unites States that constitutes significant steps in furtherance of the violation, even if the securities transaction occurs outside of the United States and involves only foreign investors; orconduct occurring outside the United States that has a foreseeable substantial effect within the United States.The Tenth Circuit found in Scoville that “Congress undoubtedly intended that the substantive antifraud provisions should apply extraterritorially when the statutory conduct-and-effects test is satisfied."