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CALIFORNIA CORPORATE & SECURITIES LAW

Ouch! Proxy Statement Argues That Resolving Dispute In California Court Was “Costly And Time Consuming”

As Ralph Waldo Emerson once famously told Oliver Wendell Holmes, Jr.: ““Holmes, when you strike at a king, you must kill him.”  For the full story, see The Corporations Code Can Make Suing Your Former Employees Costly.  I was reminded of this advice when reading the following in the proxy statement of a California-based company in favor…

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Court Of Appeal Decides Against Arbitration Bylaw Amendment

Much has been written of late about the enforceability of exclusive forum bylaws.  What happens when the forum isn’t a court, but an arbitration?  Does it make any difference if the arbitration bylaw is adopted after a dispute has arisen?  The Fourth District Court of Appeal tackled these questions in an opinion issued yesterday.  Cobb…

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Forum Selection Clauses Were Here Before They Were In Bylaws

Recent rulings by judges in Delaware and other states have given impetus to the adoption of exclusive forum bylaws.  To the casual observer, the idea might seem entirely novel.  But as Koheleth (the Gatherer) wrote “What has been is what will be, and what has been done is what will be done, and there is…

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