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,...
Court Rules Contract's Choice Of Law Does Not Reach California Securities Law Claims
Posted on February 25, 2021
Does Choice Of Law Include The Parol Evidence Rule?
Posted on December 28, 2017
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?
Posted on August 22, 2017
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
Posted on March 01, 2017
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
Posted on February 02, 2017
A New York state of mind, but California dreaming
