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CALIFORNIA CORPORATE & SECURITIES LAW

California’s Million Dollar Contract Statute

Here’s a common “Governing Law” provision: This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, excluding the laws pertaining to conflicts or choice of laws, of the State of California, applicable to agreements made and to be performed wholly within the State of California.  In the…

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California Choice of Law, Jurisdiction & Venue Clauses

The boilerplate section of many corporate agreements include a “governing law” provision.  Often these provisions cover three related, but distinct choices – choice of law, choice of jurisdiction, and choice of venue.  More importantly, the legal principles that govern these choices are not the same (at least here in California).  In today’s posting, I discuss a…

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A Win for Queequeg: The Ninth Circuit Holds that Tattooing is Constitutionally Protected

Occasionally, I can’t resist the temptation to digress into other legal areas.  Today’s opinion by the Ninth Circuit Court of Appeals in Anderson v. City of Hermosa Beach  (Case No. 08-56914, Sept. 9, 2010) is one of these irresistable tempations.  That case involved a challenge to a city’s ban on tattoo parlors.  No, the city didn’t ban tattoos, just…

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What You Can and Can’t Do in Sacramento

There are many fun things to do in Sacramento – have dinner at Frank Fats or visit the California State Railroad Museum.  The capitol building and the museum in the basement are worth visiting. However, if you do visit the capitol, you need to remember that certain activities are off limits.  In fact, the California…

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Enforcing this Bylaw Could Land You in Jail!

Out-of-state practitioners are frequently surprised by some of California’s laws, but I’m guessing that very few, if any, California lawyers are familiar with Business & Professions Code Section 16801. That section provides in part: It is unlawful for any corporation organized under the laws of this State [i.e., California], or the board of directors, trustees,…

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