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CALIFORNIA CORPORATE & SECURITIES LAW

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

In several blog posts, I have commented on the right to a jury trial under California law.  This may seem like an inapposite subject for a blog devoted to corporate and securities law issues.  Nonetheless, I have prognosticated that the right to a jury trial may be a basis for challenging a Delaware choice of law bylaw. …

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What Law Governs A Foreign General Partnership?

The California Uniform Partnership Act of 1994 defines a “partnership” to mean “an association of two or more persons to carry on as coowners a business for profit formed under [Cal. Corp. Code] Section 16202, predecessor law, or comparable law of another jurisdiction . . .”.  Cal. Corp. Code § 16101(9).  The California act does not define…

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Sealing A Contract May Mean Nothing Or 20 Years!

The California Corporations Code endows corporations with certain rights, including the right to “adopt, use and alter” a seal.  Cal. Corp. Code § 207(a).  The Corporations Code does not define a “seal” but the Code of Civil Procedure does.  Under Section 1930,  a seal “is a particular sign, made to attest, in the most formal manner,…

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