The Securities Act of 1933 (“Securities Act”‘) provides for concurrent federal and state jurisdiction. Securities Act claims were historically litigated in federal court, but in 2015 plaintiffs began filing far more frequently in state court, where dismissals are less common and where weaker claims are more likely to survive. Directors’ and officers’ insurance costs for initial public offerings (“IPOs”) have since significantly increased. Today, approximately 75 percent of section 11 corporate defendants face state court proceedings. Federal forum provisions (“FFPs”) respond to the migration of Securities Act claims to state court and to increased insurance costs by requiring that Securities Act claims be litigated in their traditional federal forum. In Sciabacucchi v. Salzberg, Delaware’s Court of Chancery applied “first principles” to invalidate FFPs, primarily on grounds that charter provisions may regulate only internal affairs and that Securities Act claims are always external. In so concluding, the court adopted a novel definition of “internal affairs” that is narrower than the one established by U.S. and Delaware Supreme Court precedent. It asserted that plaintiffs have a federal right to file Securities Act claims in state court and further held that Securities Act plaintiffs are not existing stockholders to whom fiduciary duties are owed when they purchase shares. The opinion requires that all actions of the Delaware legislature relating to the Delaware General Corporate Law (“DGCL”) comply with its novel “internal affairs” constraint. Sciabacucchi’s logic and conclusion are fragile. The opinion conflicts with controlling U.S. and Delaware Supreme Court precedent and relies, critically, on incorrect assumptions of fact. The court asserted that FFPs are “contrary to the federal regime” because they preclude state court litigation of Securities Act claims. However, in Rodriguez de Quijas v. Shearson/American Express, Inc., the U.S. Supreme Court held that there is no immutable right to litigate Securities Act claims in state court and enforced an agreement precluding state court Securities Act litigation. The Sciabacucchi court asserted that Securities Act plaintiffs are not existing stockholders to whom fiduciary duties are owed. But U.S. Securities and Exchange Commission filings and the pervasiveness of order splitting conclusively establish that purchasers are often existing stockholders to whom fiduciary obligations are owed and breached as a result of misleading registration statements. The court feared hypothetical extraterritorial application of the DGCL. To prevent this result, it invented a novel definition of “internal affairs” that it applied to constrain all of the legislature’s past and future activity. But the opinion nowhere addressed the large corpus of U.S. and Delaware Supreme Court precedent that already precludes extraterritorial applications of the DGCL. The court thus invented doctrine that conflicts with established precedent in an effort to solve a problem that does not exist. Sciabacucchi is additionally problematic from a policy perspective. By using Delaware law to preclude a federal practice in federal court that is permissible under federal law, the court created unprecedented tension with the federal regime. The opinion’s narrow definition of “internal affairs” invites sister states to regulate matters traditionally viewed by Delaware as internal and thereby promotes positions inimical to Delaware’s interests. By propounding its divergent definition of “internal affairs” as a categorical restriction on the General Assembly’s past and future actions, the court causes the judiciary to cross into the legislature’s lane. Moreover, data indicate that the Sciabacucchi opinion caused a statistically and economically significant decline in the stock price of recent IPO issuers with FFPs in their organic documents. In contrast, a traditional textualist approach applies dictionary definitions and the doctrine of consistent usage to preclude extensions of the DGCL beyond traditional bounds. Textualism avoids all concerns that inspire the invention of a divergent definition of “internal affairs.” Textualism does not require counterfactual assumptions, conflict with U.S. or Delaware Supreme Court precedent, cause Delaware to constrain federal practice in a manner inconsistent with federal law, or advocate policy positions inimical to Delaware’s interests. Textualism also interprets the DGCL in a manner that restricts all Delaware corporations from adopting mandatory Securities Act arbitration provisions in their organic documents. A traditional, textualist approach validates FFPs in a manner that precludes the hypothetical collateral consequences that animate Sciabacucchi’s fragile analysis, all without generating Sciabacucchi’s troubling sequelae.