Is Delaware Forum Selection Bylaw Binding On Shareholder Who Filed Suit When The Corporation Was Incorporated In California?
Posted on May 05, 2025

In Drulias v. 1st Century Bancshares, Inc.30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum selection bylaw, requiring...

In California, Pre-dispute Jury Trial Waivers Are No Laughing Matter.
Posted on November 18, 2024

In Grafton Partners L.P. v. Superior Court, 36 Cal.4th 944 (2005), the California Supreme Court found that pre-dispute contractual jury trial waivers were unconstitutional under Article 1, Section 16 of the California Constitution. In 2019, I penned...

Don't Say You Weren't Warned! Court Of Appeal Declines To Enforce Delaware Forum Selection Clause In Delaware Corporation's Certificate Of Incorporation
Posted on September 22, 2023

Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial:

Court Of Appeal Voids Jury Trial Waiver Notwithstanding New York Choice of Law
Posted on February 02, 2017

A New York state of mind, but California dreaming

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