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    California Court Rules Federal Forum Provision To Be "Procedurally unconscionable. Indeed, glaringly so."

    In the wake of the U.S. Supreme Court's decision in Cyan Inc. v. Beaver Co. Employees Retirement Fund, 138 S. Ct. 1061 (2018) and the Delaware Supreme Court's subsequent holding Salzberg v. Sciabacucchi, 227 A.3d 102 (2020), many Delaware...

    forum selection bylaw, Securities Act of 1933

    Did James Joyce Inspire Howey?

    Anyone who has studied securities regulation has been exposed to the United States Supreme Court's decision in SEC v. W.J. Howey, 328 U.S. 293 (1946) establishing the definition of  "investment contract" under the Securities Act of 1933.  The...

    Securities Act of 1933

    Cyan And The California Company

    On March 20, 2018, the United States Supreme Court issued its decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, reaffirming that a class action alleging only violations of the federal Securities Act of 1933 could be brought in...

    Securities Act of 1933

    Are Limited Liability Companies "Persons"?

    Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934.  Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs.  Congress has since...

    California Securities Laws, Limited Liability Companies, LLCs, person, Exchange Act, Limited Liability Company, Section 25013, Section 2(a)(2), Section 3(a)(9), Securities Act of 1933