Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

Court Of Appeal Voids Jury Trial Waiver Notwithstanding New York Choice of Law

A New York state of mind, but California dreaming A sophisticated lender and borrower negotiate a loan agreement in New York, the lender disburses the loan proceeds in New York, and both parties agree that New York law governs.  This choice-of-law is memorialized in bold face type and capital letters in the loan agreement.  In…

Share on:

Is Counterfeit Currency A Bank Note?

Counterfeiting was once considered to be tantamount to treason.  It is still a serious, but not capital, crime.  In fact, it is one of only four crimes specifically mentioned in the Constitution.  Notably, however, the Constitution doesn’t mention paper currency, it refers rather to the “securities and current coin of the United States”.   Perhaps…

Share on:

Court Holds Corporations Have No Constitutional Privacy Right, But . . .

Article I, Section 1 of the California Constitution provides that “all people” have an inalienable right of privacy.  Does this right extent to corporations?  Seemingly it would if corporations are considered “people”.  Some might cite the U.S. Supreme Court’s holding in Citizens United v. FEC, 558 U.S. 310, 394 (U.S. 2010) and argue that the…

Share on:

If A Tree Falls In The City, Is It Serving A Public Purpose?

Today’s posting has nothing to do with corporate law and everything to do with trees.  On November 30 and December 1, 2011, the City of Pasadena experienced an unusually violent windstorm.  Wind speeds in excess of 100 miles per hour were recorded within the city, toppling over 5,000 municipally owned trees.  See Pasadena Tree Failure…

Share on:

Forum Selection Bylaws – Why A California Court May Not Follow Delaware

Forum selection bylaws are likely to become even more popular after this week’s decision in Boilermakers Local 154 Retirement Fund v. Chevron Corporation, C.A. No. 7220-CS (Del. Ch. June 25, 2013).  In that case, Chancellor Leo E. Strine, Jr. found that forum selection bylaws are (i) statutorily valid under 8 Del. C. § 109(b); and…

Share on:

Forum Selection Bylaws And The California Constitution

Last December, I briefly discussed whether a forum selection bylaw with respect to officers and directors would pass muster as a contractual choice of law.  See A Forum Selection Clause Issue That You May Not Have Heard About Until Now.  It also occurs to me that forum selection bylaws might run afoul of the California…

Share on: