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CALIFORNIA CORPORATE & SECURITIES LAW

Enforceability Of Exclusive Forum Bylaw May Hinge On The Meaning Of “May”

No California appellate court has yet addressed the validity of forum selection bylaws in a published decision.  When the question comes before a California appellate court, the outcome may turn on the meaning of “may” in California Corporations Code Section 2116.  The statute in its entirety provides: The directors of a foreign corporation transacting intrastate…

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If Bylaws Are Contracts, Where’s The Boilerplate?

Bylaws hardly constitute literature.  For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there.  In general, there seems to be two schools of thought when it comes drafting bylaws.  Advocates of the long-form approach claim, with justification, that it is easier to consult the bylaws…

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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…

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