California Enacts Change-in-Control Benefits For Grocery Workers

Last week, Governor Jerry Brown signed AB 359 (Gonzalez) that will impose a worker retention requirement when there has been a change in ownership or control of grocery establishments.  In general, the bill will require the successor grocery employer to retain eligible grocery workers for a 90-day period.  After that period expires, the successor grocery employer will

Out-of-State M&A Lawyer Can Be Sued In California

Many M&A transactions are negotiated across state lines.  When an out-of-state lawyer misrepresents facts in a phone call and email to a lawyer in California, do those communications render the foreign lawyer amenable to suit in California?  In essence, that was the question presented to the Sixth District Court of Appeal in Moncrief v. Clark, Cal. Ct.

Liability For Stolen Goods: A Four Thousand Year Old And Still Unsolved Problem

Suppose a businessman purchases inventory from a warehouse and then resells it.  Suddenly, the owner of the goods appears and seeks compensation for her goods on the basis that the warehouse had converted the goods.  The businessman protests that he acted in good faith, had no knowledge of the conversion and had paid full value

M&A Broker Exemption Bill Resurrects Financial Statement Replaced in 1988

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt “M&A brokers” from the broker registration requirements of the Securities Exchange Act of 1934.  In this letter to Senators Joe Manchin and David Vitter, Arkansas Securities Commissioner A. Heath Abshure blamed NASAA’s change in position on the

Attorney-Client privilege In M&A Transactions

The title of this recent law review article frames the problem well, At the Whim of Your Adversaries: California’s Hazards in Sell-Side Representation and Waiver of Attorney-Client Privilege, 54 Santa Clara L. Rev. 651 (2014).  In this article, the authors, practicing attorneys Mattia V. Murawski and Brian R. Wilson, argue for an amendment to the California Evidence Code

Some Questions About Delaware’s New Law Allowing Parties To Extend The Statute Of Limitations

Delaware recently amended its law to allow parties to a written contract involving at least $100,000 to provide that any action based on that contract may be brought within a period specified in that contract provided that the action is brought prior to the expiration of 20 years from the accrual of the cause of action.  10

As Samuel Goldwyn Reportedly Said: “Include Me Out”

A lawyer aims at precision that can never be achieved because of the bluntness of his tool – language.  Consider the word “including”.  Is it a term of enlargement or limitation?  It is a term of enlargment when the intent is to provide a non-exclusive list.  It is a term of limitation when the intent

Legitimate Interests Provide No Immunity For Intentional Interference Claims

In law school we study contract law and we study torts.  We don’t study contracts and torts as a single subject (e.g., “contorts”).  Why?  Because they are generally regarded as fundamentally different areas of the law.  They involve different issues – contracts is all about consent while torts is all about the lack of consent. 

A Shot In A Mug Of Beer May Not Be The Answer To This Exclusive Forum Bylaw Case

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement.   As night follows day, litigation ensued.  At least 12 class action complaints were filed by alleged stockholders of Safeway against the company, its directors and others.  The seven suits filed in Delaware’s Court of Chancery have been consolidated as In Re

And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights.  6 Del. Code § 18-210.  Does this mean that a Delaware LLC with no such provision need not worry about dissenters’ rights?  Not necessarily.  Article 11 of