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Applying Today’s Statute To Yesterday’s Offer And Sale

In September 2013, Governor Jerry Brown signed SB 538 (Hill) into law.  This bill fundamentally rewrote a key anti-fraud provision of the Corporate Securities Law of 1968 – Corporations Code Section 25401.  At the time, I cast a chary eye on the amendment and predicted that it would lead to judicial confusion.  See California Creates Complete…

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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…

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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…

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