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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

Court Finds Tort Claims To Be Covered By Forum Selection Agreement

Contractual forum selection provisions are often broadly written so as to encompass not just claims involving enforcement of the contract but claims arising out of or related to the contract.  But how far do these clauses reach?  In the case of ...

Choice of Law/Conflict of Law, forum selection, Laboratory Specialists International, Shimadzu, tortious interference

Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

Yesterday's post discussed one aspect of the California Court of Appeal's opinion in Central Laborers' Pension Fund v. McAfee, Inc., 2017 Cal. App. LEXIS 1008.  The case arose from Intel Corporation's acquisition of McAfee, Inc., a Delaware...

Central Laborers, Choice of Law/Conflict of Law, Corporate Governance, McAfee, officers, Section 2116

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:

Our message to small shareholders of companies like Starbucks, Merck and Target: You can sue...

choice of law, Choice of Law/Conflict of Law, Corporate Governance, derivative suit, lyman P.Q. Johnson, Shlensky v. Wrigley, social activism, Stephen Bainbridge

California Judge Honors Delaware Forum Selection Bylaw

In May, I wrote about Judge Peter H. Kirwan's ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016).  As readers may recall, Judge Kirwan declined to approve a disclosure only settlement based on ...

Choice of Law/Conflict of Law, Drulias v. 1st Century, forum selection bylaw, Galaviz v. Berg, In re: CytRX Corp., Judge Brian C. Walsh

Can Pseudo-Foreign Corporations Exonerate Their Directors?

Corporations Code Section 2115 is not an easy read.  Fortunately, California Supreme Court Chief Justice Tani Cantil-Sakauye has provided a more digestible overview of the statute:

Section 2115 was enacted as part of a comprehensive revision of the...

Choice of Law/Conflict of Law, Greb v. Diamond International, internal affairs doctrine, Pseudo foreign corporation, Section 204(a)(10), Section 2115, section 309

Officers Of Foreign Corporations And The California Courts

Yesterday's post concerned Section 2116 of the California Corporations Code.  Courts sometimes describe Section 2116 as codifying the internal affairs doctrine.  See, e.g., Vaughn v. LJ Internat., Inc., 174 Cal. App. 4th 213, 223 (2009) and Voss v....

2015 U.S. Dist. LEXIS 8795, Choice of Law/Conflict of Law, Civil Procedure, internal affairs doctrine, jurisdiction, oust, Section 2116, Section 410.10, Uncategorized, Voss v. Sutardja

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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