California Corporate & Securities 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...

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...

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...

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 claims....

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...

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?

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...

The Washington State Securities Act includes the following provision:

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