Another Possible Exception To Exclusive Forum Bylaws

Yesterday, I discussed several vulnerabilities of exclusive forum bylaws should they be challenged in California. The California General Corporation Law includes many provisions that expressly subject foreign corporations to the jurisdiction of...

Forum Selection Bylaws - Why A California Court May Not Follow Delaware

Forum selection bylaws are likely to become even more popular after this week's decision in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013). In that case, Chancellor Leo E. Strine, Jr. found...

The General Corporation Law Is "English Only"

In China's Hunan province, a written syllabic script was created, used and understood only by women.  This script is called NüShu (女书), meaning woman's book.  As far as I know, NüShu is the only exclusively gender based written language to have ever...

California Bill Aims To Promote Green Energy Investment Scams

"Today I'd like to tell you a little bit about the color green . . ."

Motions To Adjourn - Do They End Or Continue A Meeting?

I've previously remarked on the different usages attached to the word "adjourn". Often a meeting will end with a motion to adjourn. Sometimes, a meeting will be prorogued - that is, continued to another date. "Adjourn" is derived from the Latin...

Did The FBI Violate The CSL?

Earlier this week, the Securities and Exchange Commission announced that it had charged a penny stock promoter in the San Diego area with fraudulently arranging the purchase of $2.5 million worth of shares in a penny stock company in an attempt to...

LLC Has No First Amendment Right To Send Its Lawyer To Board Meetings

Usually when someone invokes her right to counsel, she usually has in mind the Sixth Amendment of the U.S. Constitution (or perhaps Article I, § 15 of the California Constitution). Thus, I was surprised to see a case in which the plaintiff argued...

Client Secrets Must Be Kept Even When Not Privileged

Yesterday, I discussed whether an SEC attorney might commit an ethical violation by encouraging an attorney to disclose her client's confidences.  That discussion was prompted by a recent posting by Lawrence A. West addressing whether attorneys may...

Does An SEC Attorney Commit An Ethical Violation By Encouraging Whistleblowing Lawyers?

The Harvard Law School Forum on Corporate Governance and Financial Regulation included a comprehensive post by Lawrence A. West which tackles the question of whether attorneys can be award-seeking whistleblowers. I want to approach the topic from...