Federal Court Rules Alter Ego Liability Of Members Is Governed By State Of Formation

In an opinion issued last week, U.S. District Court Edward M. Chen ruled that Ohio law applied to an alter ego claim against the members of an Ohio limited liability company.  Greenlight Sys., LLC v. Breckenfelder, 2021 U.S. Dist. LEXIS 120288.   He...

Court Rules Contract's Choice Of Law Does Not Reach California Securities Law Claims

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

Does Choice Of Law Include The Parol Evidence Rule?

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements.  Kanno v. Marwit Capital, No. G052348, 2017 Cal. App....

Can Shareholders Sue CEOs For Corporate Social Activism?

In an August 17, 2017 opinion piece published in The Wall Street Journal, Jon L. Pritchett and Ed Tiryakian had the following message for shareholders:

What The Delaware Supreme Court Overlooked In Gantler v. Stephens

I have never been reconciled to the Delaware Supreme Court's pronouncement in Gantler v. Stephens, 965 A.2d 695, 709 (Del. 2009) that "the fiduciary duties of officers are the same as those of directors".  Officers are, as I've previously noted,...

Court Of Appeal Voids Jury Trial Waiver Notwithstanding New York Choice of Law

A New York state of mind, but California dreaming

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