California Corporate & Securities Law

In 2016, I wrote about the Nevada Supreme Court's refusal to "blue pencil" non-compete agreements so as to make them enforceable.  Golden Road Motor Inn, Inc. v. Islam, 132 Nev. 476, 488, 376 P.3d 151, 159 (2016).  The Nevada legislature was not in...

In the high and far-off times, physical delivery was the only option of providing documents to the other side. Before copy machines, an agreement would be written and then rewritten on the same page. The two copies would be separated by cutting them...

Article I, Section 10 of the United States Constitution prohibits a state from passing any law impairing the obligation of contracts. A similar prohibition is found in Article 1, Section 9 of the California Constitution. This prohibition extends to...

It is rare that for an employer to instruct its employees not to try to lure aware a competitor's customers. It is rarer still when an employer fires an employee for doing so. These may be rare events, but apparently (or at least allegedly) they...

One unintended consequence of California's voiding of many non-compete agreements is that it puts California employers at a disadvantage with respect to employee recruitment. Employers in other states are free to hire away employees in California...

In 2019, Floss Bar, Inc. hired Joshua Perry as its president. Floss Bar is a Delaware corporation that is headquartered in New York. The agreements were negotiated by Perry's lawyer in Copenhagen and included a Delaware choice of law. After a...

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Section 16600 of the California Business & Professions Code declares "every contract" that restrains "anyone . . . from engaging in a lawful profession, trade, or business of any kind is to that extent void". There are only three statutory...

Section 16600 of the California Business & Professions Code provides that except for certain statutory exceptions "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent...