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    Is Every Agent A Fiduciary?

    In common parlance, a fiduciary is someone you can trust.  The word itself is related to the Latin word, fidere, meaning to trust.  We name our dogs "Fido" because dogs are trustworthy companions.  For example, a dog named Hachiko (忠犬ハチ公) faithfully...

    Restatement (Third) of Agency, Corporate Governance, Agent, Civil Code, fiduciary, Section 2295, Section 2322

    More On Suing The CEO For Social Activism

    The last few days, I've been writing about the legal issues raised by Jon L. Pritchett and Ed Tiryakian in a recent opinion piece published by The Wall Street Journal.  To sum up the discussion so far, Professor Stephen Bainbridge responded to...

    Corporate Governance, agency, business judgment rule, Civil Code, Labor Code, social activism, Stephen Bainbridge

    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

    Knowledge Of Loan Extensions Precludes Exoneration

    The California Civil Code devotes several sections to the subject of the exoneration of sureties.  Section 2819, for example, intones:

    Mergers & Acquisitions, exoneration, G.W. Warrens, Section 2787, Civil Code, consent, Inc. v. Dabney, Section 2819, sureties

    Officers And The Business Judgment Rule

    Last weekend, I attended a symposium at the UCLA School of Law entitled "Can Delaware Be Dethroned? Evaluating Delaware’s Dominance of Corporate Law".  The event, organized by ever erudite Professor Stephen Bainbridge, featured presentations by...

    officers, Restatement (Second) Agency, Corporate Governance, agency, business judgment rule, Civil Code, conflict of laws, Labor Code Section 2854, Labor Code Section 2865, Section 2116, Section 291

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