Andrew D. Berni

Andrew D. Berni

Senior Counsel

Andrew Berni is senior counsel in the Wilmington office of Wilson Sonsini Goodrich & Rosati. His practice focuses on the representation of corporate entities and their directors and officers in corporate and commercial litigation in the Delaware Court of Chancery.

Before joining the firm, Andrew served as a law clerk to Justice Collins J. Seitz, Jr., of the Delaware Supreme Court. He also served as a Wolcott Fellow to Chief Justice Leo E. Strine, Jr., who is also of the Delaware Supreme Court.

Experience

Education

J.D., Widener University Delaware Law School, 2015Magna Cum Laude; Articles Editor, Delaware Journal of Corporate Law
B.A., History and Spanish Studies, University of Delaware, 2012Magna Cum Laude

Associations and Memberships

Member, Corporation Law Section, Delaware State Bar Association

Admissions

State Bar of Delaware
U.S. District Court for the District of Delaware

Credentials

Education

J.D., Widener University Delaware Law School, 2015Magna Cum Laude; Articles Editor, Delaware Journal of Corporate Law
B.A., History and Spanish Studies, University of Delaware, 2012Magna Cum Laude

Associations and Memberships

Member, Corporation Law Section, Delaware State Bar Association

Admissions

State Bar of Delaware
U.S. District Court for the District of Delaware

Recent Insights

Client Highlights

On May 13, 2022, the California Court of Appeal affirmed a decision dismissing a lawsuit filed in state court against Dropbox, its officers, its board of directors, the underwriters, and certain venture capitalists for alleged violations of Section 11 of the Securities Act of 1933 (’33 Act). The suit arose out of Dropbox’s March 2018 IPO, with the plaintiff alleging that Dropbox made false or misleading statements in its registration statement and prospectus. Dropbox moved to dismiss, invoking its Federal Forum Provision (FFP)—a bylaw that states that any lawsuit brought under the ’33 Act must be brought in federal court. Building upon the firm’s win in Salzberg v. Sciabacucchi, in which the Delaware Supreme Court confirmed the validity of FFPs, the California Court of Appeal agreed with the trial court’s ruling that Dropbox’s FFP did not violate the ‘33 Act’s anti-waiver or anti-removal provisions, was constitutional under the Commerce Clause and the Supremacy Clause, and was enforceable under California law. Wilson Sonsini Goodrich & Rosati represented Dropbox in the matter.

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Alerts

Last week, the Delaware Supreme Court issued an important decision upholding the validity of "Federal Forum Provisions" in corporate charters requiring that claims under the Securities Act of 1933 (the "'33 Act") be brought in federal court. Wilson Sonsini previously issued an alert (available here) describing the opinion, which represents a significant development in Delaware law and which should have important implications for pre-IPO companies that are considering adopting a Federal Forum Provision in their post-IPO charters as well as for public companies. Below are some of the key questions and considerations that follow from the decision:

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