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CALIFORNIA CORPORATE & SECURITIES LAW

Which Comes First, Rescission Or Choice Of Forum?

A recent ruling by U.S. District Court Judge Arthur D. Spatt raises the interesting question of whether a choice of law provision can be vitiated by rescission.  The case, Hatteras Enterprises, Inc. v. Forsythe Cosmetic Group, Ltd., 2016 U.S. Dist. LEXIS 100352 (July 30, 2016), involved six separate agreements, each containing a New York choice of law…

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The Delaware Court Of Chancery’s Not So Exclusive Jurisdiction

Section 145(k) of the Delaware General Corporation Law is quite clear and emphatic about which court may hear actions for indemnification or advancement of expenses: The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw,…

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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…

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Court Rejects Use Of Alter Ego Doctrine To “Borrow” Contractor License

California’s Contractors’ State License Law, Business & Professions Code Section 7000 et seq., requires contractors to be licensed unless they are exempt from licensure.  Those who perform contracting work without a license run a very real risk of working for free.  Section 7031(b) provides, with one exception, that a person who uses an unlicensed contractor may bring…

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California’s Hostility To Non-Compete Agreements Does Not Vitiate Forum Selection Clause

In numerous posts, I’ve discussed California’s policy against covenants not to compete as mandated by Business & Professions Code Section 16600.  From a different, more positive perspective, California could be characterized as having a strong policy in favor of employee mobility.  However Section 16600 may be characterized, it cannot be gainsaid that it’s very tough to get…

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California Employers And Employees May Soon Be Able To Choose Any Forum/Law/Venue They Want So Long As It’s California

Recess Is Almost Over The California legislature is in recess until August 15 at noon (J.R. 51(a)(3)).  The last day for any bill to be passed this year will be September 9 (J.R. 61(a)(13).   This means that many bills will soon begin their final sprint to the Governor’s desk. A Bill To Watch One bill…

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Forum, Venue and Choice-of-Law – When Shall We Three Meet Again?

In prior posts I mentioned several California oddities with respect to the often confused concepts of choice of law, choice of forum and choice of venue.  For those who simply can’t get enough of the subject, I recommend reading Julie Bisceglia’s article on forum selection clauses in the November issue of Los Angeles Lawyer magazine.  Ms.…

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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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