Unwaivable Statutes May Doom Forum Selection Provision

Nearly four years ago, I wrote this post asking whether California’s anti-waiver statute voids choice of forum agreements.  The statute in question was California Corporations Code Section 25701 which provides: Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule

New LLC Is Not Delivered By Sale Membership Interests

Readers of this blog should be well aware of California’s general antipathy to covenants not to compete.  See The Point Of An Unenforceable Noncompete May Be Very Sharp Indeed,Covenants Not To Compete – Fourth DCA Considers A New Fine Question (Or Two), TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California Court

Court Of Appeal Holds “May” Does Not Mean “May Only”

California requires persons who are engaged in the business of making consumer loans or commercial loans to be licensed under the Finance Lenders Law, unless exempt.  Cal. Fin. Code § 22100.  The CFLL includes the following: A licensee may sell promissory notes evidencing the obligation to repay loans made by the licensee pursuant to this

Another Dubious Assertion Concerning Section 2115

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests.  The most famous, but not the only, statute of this breed is Section 2115.  Although Section 2115 entraps many foreign corporations, I continue to be surprised by corporations that mistakenly claim to be subject

Are Delaware Directors Deathless?

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I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows: Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Nevada

Court Of Appeals Holds No ERISA Preemption Of Section 419(b)

The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles me. The case involved the seemingly quixotic quest of Mr. Sender to obtain stock certificates that he allegedly

“Does Anybody Really Know What Time It Is?”

Last Friday, Broc Romanek posted about the problem of expressing and determining time in contracts.  This reminded me of a Nevada Supreme Court case from 2001 in which the constitutionality of two bills hinged on whether midnight Pacific standard time is the same as midnight Pacific daylight saving time. At the time, the Article 4, Section

Is Buying Stock The Same As Providing Capital?

A report issued earlier this week by the California Public Employees’ Retirement System (CalPERS) implies otherwise.  The report entitled “CalPERS for California 2014” trumpets CalPERS’ investment in California businesses and its indirect support for jobs here.  CalPERS claims to have invested in 615 publicly traded companies headquartered in California.  In 21 of these companies, CalPERS’ investment

Do You Proffer, Profer, or Prefer A Complaint?

Section 10404 of the California Corporations Code provides that corporations for the prevention of cruelty to animals may “proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law relating to or affecting animals”.  Although the statute confers on these corporations remarkably broad quasi-governmental enforcement authority, I want to

California’s Bizarre Voting Records Disclosure Requirement

Some statutes are so poorly drafted that one hardly knows where to begin.  One such statute is Section 711 of the California Corporations Code.  According to the legislature, the purpose of the statute is “to serve the public interest by ensuring that voting records are maintained and disclosed as provided in this section [Section 711]”.