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Shareholders Sues Officer Of Delaware Corporation In California State Court, Should Texas Law Apply?

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...

Central Laborers, Choice of Law/Conflict of Law, Corporate Governance, McAfee, officers, Section 2116

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

As I have mentioned on numerous occasions, California has its own insider trading statute - California Corporations Code Section 25402.  The statute is included in the California Corporate Securities Law of 1968.  In general, the jurisdiction of...

California Securities Laws, derivative, Friese v. Superior Court, In re Sagent Technology, Insider Trading, internal affairs doctrine, Jon Tigar, Section 2116, Section 25402, Wells Fargo

Officers Of Foreign Corporations And The California Courts

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....

2015 U.S. Dist. LEXIS 8795, Choice of Law/Conflict of Law, Civil Procedure, internal affairs doctrine, jurisdiction, oust, Section 2116, Section 410.10, Uncategorized, Voss v. Sutardja

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...

Bylaw, Choice of Law/Conflict of Law, Civil Code, Corporations Code, exclusive forum, liability of director, Section 2116, Section 3513, waiver

Nevada Legislature Mulls Codification Of The Internal Affairs Doctrine

Delaware and Nevada are each in the business of marketing their corporate laws to businesses in other states.  Thus, it should surprise no one that these states don't appreciate it when their legal offerings are undermined by other states.  One way...

California Corporations Code, foreign corporation, Hollis v. Hill, internal affairs doctrine, Nevada Corporations, SB 203, Section 2116, Shaffer v. Heitner, Super Pawn Jewelry & Loan v. Am. Envtl.

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:

Choice of law.  California...

business judgment rule, California Civil Code, California Corporations Code, Corporate Governance, fiduciary duty, Labor Code, officers, Restatement (Second) Agency, Section 2116, section 309

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...

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

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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