Roku, Inc.
Extract: Update, Planned Defense Change from a 8-K on 03/19/2020   Download
SEC Document
SEC Filing

On December 19, 2018, the Delaware Court of Chancery issued an opinion in Sciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL, invalidating Article VI, Section E of Roku’s certificate of incorporation which limits to federal courts the forum in which a stockholder could bring a claim under the Securities Act of 1933, as amended. The Court of Chancery held that a Delaware corporation can only use its governing documents to bind a plaintiff to a particular forum where the claim involves rights or relationships established by or under Delaware’s corporate law.

In January 2019, we and the other defendants in the above case filed a notice of appeal of the lower court’s decision to the Supreme Court of the State of Delaware. On March 18, 2020, the Supreme Court issued an opinion in Salzberg v. Sciabacucchi, No. 346, 2019, reversing the decision of the lower court and holding the federal forum selection provision in our certificate of incorporation to be facially valid.