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Something You May Not Think About When Choosing Another State's Law

California courts generally will apply Section 187 of the Restatement Second of Conflicts of Laws when deciding choice of law questions.  Nedlloyd Lines B.V. v. Superior Court, 3 Cal. 4th 459, 465 (1992).  Until now, it hasn't been known whether a...

Choice of Law/Conflict of Law, contract

The Case Whose Name The Delaware Supreme Court Dare Not Speak

The big news yesterday in corporate jurisprudence was the Delaware Supreme Court's decision in Salzberg v. Sciabacucchi in which the Delaware Supreme Court upheld forum selection charter provisions that require claims under the Securities Act of...

Choice of Law/Conflict of Law

Court of Appeal Has "No Comment" On Trulia

In 2016, the Delaware Court of Chancery famously put the brakes on disclosure only settlements, warning "to the extent that litigants continue to pursue disclosure settlements, they can expect that the Court will be increasingly vigilant in...

California Corporations Code, Choice of Law/Conflict of Law

In This Case, The First Filed Case Was Last

In 2014, Kimberly-Clark Corporation, a Delaware corporation, spun off Halyard Health, Inc., a Delaware corporation, pursuant to a distribution agreement.  The distribution agreement required Halyard to indemnify Kimberly-Clark against certain...

Choice of Law/Conflict of Law

Court Finds Forum Selection Clause That Includes Jury Trial Waiver To Be Unenforceable

California courts will generally give effect to a mandatory forum selection clause unless enforcement would be unreasonable or unfair, and the party opposing enforcement of the clause ordinarily bears the burden of proving why it should not be...

Choice of Law/Conflict of Law

Delaware Court Declines To Apply California Labor Code Despite California Choice Of Law

Do California Labor Code provisions governing employees apply to persons performing work outside of California?  What if that work is performed pursuant to an agreement that includes the following provisions?

"The Parties shall comply with all...

Choice of Law/Conflict of Law

New California Labor Code Statute Results In Enforceable Covenant Not To Compete

In October 2016, I wrote about a newly enacted statute, Labor Code Section 925.  That statute prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that...

Choice of Law/Conflict of Law

Forum Selection Clause Prevails Over State Securities Law Anti-Waiver Statute

The Washington State Securities Act includes the following provision:

"Any condition, stipulation, or provision binding any person acquiring any security to waive compliance with any provision of this chapter or any rule or order hereunder is void."

Choice of Law/Conflict of Law

California Court Applies California Law To Officer Of Delaware Corporation

Not quite three years ago, I penned the following lines:

"My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the "internal affairs doctrine".  As...

Choice of Law/Conflict of Law

Court Of Appeal Dismisses Case Based Certificate Of Incorporation's Forum Selection Clause

NantKwest, Inc. describes itself as "a pioneering clinical-stage immunotherapy biotechnology company headquartered in San Diego, California with certain operations in Culver City and El Segundo, California and Woburn, Massachusetts".  It also...

Choice of Law/Conflict of Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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