In April, I kvetched about numerous outdated references in the California Corporations Code. For example, several provisions of the Code continue to refer to the "Internal Revenue Code of 1954" more than three decades after the enactment of the...
Recent Posts
Corporations Code Section 2115 is not an easy read. Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute:
Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done? According to Kevin, "deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts". He attributes this shift to...
Yesterday's post concerned Section 2116 of the California Corporations Code. Courts sometimes describe Section 2116 as codifying the internal affairs doctrine. See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v....
No California appellate court has yet addressed the validity of forum selection bylaws in a published decision. When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations Code...
Following yesterday's post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB). For those readers not familiar with the CEB, it is...
There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere. One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506...
In December 2014, Stanford Law School Professor Joseph A. Grundfest and Daniel M. Gallagher incited an academic titanomachy when they released a draft of an academic paper provocatively entitled "Did Harvard Violate Federal Securities Law? The...
California Civil Code Section 1671(b) provides that "a provision in a contract liquidating the damages for the breach of the contract is valid unless the party seeking to invalidate the provision establishes that the provision was unreasonable under...
