Whether a publicly-traded corporation can unilaterally amend its corporate charter to include a forum-steering provision that requires Securities Act of 1933 suits to be filed exclusively in federal court, despite Congress's statutory prohibition on removing such suits from state court

No question identified. : R. 13.5. This Court will have jurisdiction to review the petition under 28 U.S.C. § 1254. 1. This case asks whether a publicly-traded corporation can unilaterally amend its corporate charter to include a forum-steering provision for suits brought under the Securities Act of 1933 that requires any such suits to be filed in federal rather than state court, unless the company chooses otherwise. Relevant here, the 1933 Act protects investors by requiring companies offering securities for sale to the public to make a “full and fair disclosure” of relevant information in a registration statement, and empowers investors to sue for the damages they suffer when the registration statement is at least materially misleading. See Add. 7 (citation omitted). Congress granted concurrent state and federal court jurisdiction to hear 1933 Act suits—as is common for federal rights of action. See 15 U.S.C. § 77v(a). At the same time, Congress prohibited defendants from removing such lawsuits from state to federal court—a prohibition that is unique, or at least extremely rare. See ibid. (providing that “no case arising under [the 1933 Act] and brought in any State court of competent jurisdiction shall be removed to any court of the United States”). The statute also includes an anti-waiver provision: “Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of [the 1933 Act] shall be void.” See id. § 77n. In Cyan Inc. v. Beaver County Employees Retirement Fund, 583 U.S. 416 (2018), this Court unanimously reaffirmed both the longstanding concurrent jurisdiction of state courts to adjudicate 1933 Act class actions and Congress’s unique statutory prohibition on removing such suits from state to federal court. As the Court explained: “Congress authorized both federal and state courts to exercise jurisdiction over [1933 Act] suits. More unusually, Congress also barred the removal of such actions from state to federal court. So if a plaintiff chose to bring a 1933 Act suit in state court, the defendant could not change the forum.” Jd. at 421 (citations omitted). At the end of its opinion, the Court remarked that if reforms to those features of the 1933 Act were warranted, “they are up to Congress.” Id. at 433. Instead of going to Congress, companies began unilaterally adding forum-limiting provisions (“federal forum provisions” or “FFPs”) into their corporate documents before launching initial public offerings. These companies adopted FFPs in their certificates of incorporation or bylaws, moving the choice of forum from plaintiffs to federal courts as the exclusive fora for the resolution of 1933 Act claims unless the company alone consented otherwise. As one court addressing an early challenge to FFPs concluded, the purpose of these FFPs is to “circumvent the express language of the 1933 Act, circumvent the Supreme Court and its Cyan decision, and circumvent Congress.” Order re: Motions to Dismiss, Wong v. Restoration Robotics, Inc., No. 18-CIV-02609 (Cal. Super. Ct. Sept. 1, 2020). 2. This case arises from straightforward securities misrepresentation claims brought by ordinary investors who purchased stock in a highly publicized Californiabased IPO. Petitioners Bullock and Smith brought this class-action suit against respondent Rivian Automotive, Inc. and its underwriters for making materially false and misleading statements in connection with Rivian’s IPO in violation of the Securities Act of 1933. Respondent Rivian is a car manufacturer based in California, where it conducts its principal operations and where the activities underlying the claims largely occurred. See Add. 4. In November 2021, Rivian conducted one of the largest IPOs in U.S. history, raising over $13 billion. A “month prior,” Rivian “filed a registration statement” with the U.S. Securities and Exchange Commission, which was prepared and disseminated from California, and “which included a prosp