Court Holds Disgorgement Requires No Pecuniary Harm

There are equitable remedies and there are legal remedies.  A claimant pursuing a breach of fiduciary claim can choose which type of remedy it seeks.  Choices, like elections, have consequences.

Court Concludes CUTSA Does Not Preempt Breach Of Fiduciary Duty Claim

The California Uniform Trade Secrets Act (CUTSA) provides various remedies for misappropriation of a trade secret (as defined).  The legislature, however, was "vexingly oblique" in prescribing the effect of CUTSA on common law claims, such as...

Did The Co-Founder Of Alcoholics Anonymous Violate Rule 10b-5?

Recently, I enjoyed watching My Name is Bill W., a 1989 movie that starred James Woods, JoBeth Williams and James Garner.  The film tells the story of Alcoholics Anonymous co-founder William Griffith Wilson (aka Bill W.).  In telling his story, the...

Is There A "Revlon Duty" In California?

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere.  One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506...

Best Efforts - A California Perspective

UCLA Law School Professor Stephen Bainbridge posted some thoughts yesterday on the meaning of contractual "best efforts" requirements.  See What do "best efforts" and variants mean? A proposed set of definitions.  The springboard for Professor...

Want To File A Derivative Suit? You May Soon Be Required To Read Statutes

I have been writing recently about SB 203, a bill that is now pending in the Nevada legislature.  As introduced, the bill would, among other things, require the following:

Why An Understanding Of Officers As Agents May Be Important

In several recent posts, I have noted that officers, unlike directors, are agents of the corporation.  Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including:

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