It is sometimes said that California Corporations Code section 2116 "codifies" the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc., 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018). However, that proposition...
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Last November, I questioned whether the Supreme Court's decision in Mallory v. Norfolk Southern Railway Co. would endanger Delaware's corporate hegemony. The issue in that case was the constitutionality of Pennsylvania's deemed consent statute with...
Yesterday, the California Supreme Court issued its opinion in Law Finance Group, LLC v. Key, 2023 WL 4168752. The Court's opinion answers the question of whether the deadline for seeking vacatur of an arbitral award set forth in Section 1288.2 of...
In Chapter 9 of James Joyce's Ulysses, Stephen Dedalus proclaims "A man of genius makes no mistakes. His errors are volitional and are the portals of discovery". Alas, not every person filing a corporate record is a "man of genius" and mistakes are...
Suppose a public employee maliciously and without probable cause files a lawsuit or initiates an administrative proceeding against you. You succeed in obtaining a dismissal, but would like to hold that employee accountable. Accountability may not be...
The Short Term Rental Alliance of San Diego is an advocacy and education organization whose members include landlords and hosts with at least one single-family short-term rental property located in the “San Diego Coastal Overlay.” It is a nonprofit...
Section 800 of the California Corporations Code applies to actions brought in the name of any domestic or foreign corporation, aka derivative actions. It is similar, but not the same as, Delaware Court of Chancery Rule 23.1 and Federal Rule of Civil...
In April, I wrote about a lawsuit challenging a proposal by TripAdvisor, Inc. to redomesticate from Delaware to Nevada. TripAdvisor's stockholders were given the opportunity to vote on the proposal last week. On Monday, the company filed a Form 8-K...
