California Corporate & Securities Law

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 happens...

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 ...

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...

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:

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 In...

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:

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....

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 Code...

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,...