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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 ...

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

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...

McAfee, officers, Corporate Governance, Central Laborers, Choice of Law/Conflict of Law, 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, Shlensky v. Wrigley, Corporate Governance, Choice of Law/Conflict of Law, derivative suit, lyman P.Q. Johnson, 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 ...

Galaviz v. Berg, Choice of Law/Conflict of Law, Drulias v. 1st Century, forum selection bylaw, 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...

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

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

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of "May"

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision.  When the question comes before a California appellate court, the outcome may turn on the meaning of "may" in California Corporations...

Section 3513, Bylaw, Choice of Law/Conflict of Law, Civil Code, Corporations Code, exclusive forum, liability of director, Section 2116, waiver

Dismissal Based On Forum Non Conveniens Does Not Trigger Fee Shifting

California generally follows the "American Rule" with respect to attorney's fees.  Trope v. Katz, 11 Cal.4th 274, 278 (1995).  Under the American Rule, each party to a lawsuit must ordinarily pay his own attorney's fees.  A contract may provide,...

LLC v. Scoreinc.com, attorney fees, Attorney's fees, Choice of Law/Conflict of Law, Disputesuite.com, forum non conveniens, forum selection clause, Kathryn M. Werdegar, Section 1717

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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