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CALIFORNIA CORPORATE & SECURITIES LAW

Out-of-State M&A Lawyer Can Be Sued In California

Many M&A transactions are negotiated across state lines.  When an out-of-state lawyer misrepresents facts in a phone call and email to a lawyer in California, do those communications render the foreign lawyer amenable to suit in California?  In essence, that was the question presented to the Sixth District Court of Appeal in Moncrief v. Clark, Cal. Ct.…

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Nevada Supreme Court Finds No Jurisdiction In Suit By Nevada Client Against Texas Law Firm

In an opinion issued yesterday, the Nevada Supreme Court considered whether a Nevada client had made the requisite prima facie showing of personal jurisdiction over its erstwhile Texas-based law firm.  Fulbright & Jaworski LLP v. Eighth Jud. Dist. Ct., 131 Nev. Adv. Op. 5 (2015).  The plaintiff sued the Texas law firm for breach of fiduciary duty arising from…

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Court Addresses Jurisdiction Over Alleged Tortious Internet Conduct

By dramatically lowering the cost of disseminating information, the internet has made it possible for companies to “cybersmear” their competitors before a large potential audience at very little cost.  The internet also allows companies to disguise the source of the attack.  In Dinar Corp. v. Sterling Currency Group, LLC, 2014 U.S. Dist. LEXIS 114528 (D. Nev.…

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Court Rules LLC Form Provided No Fiduciary Shield To Personal Jurisdiction

Last Friday’s post concerned whether a plaintiff could establish jurisdiction by tagging a corporate officer attending a conference in California.  The question was whether a corporation is present wherever its officers are present.  Today’s post considers the converse question.  Is a member of an LLC present where the LLC is present? In Poga Mgmt Ptnrs LLC…

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Ninth Circuit Finds No Tag Jurisdiction Over Foreign Corporation

When a corporation sends an officer to a conference in California, is the corporation present in California?  A corporation can only act through its officers.  Thus, it might be said that the corporation is present wherever its officers happen to be, particularly if their presence is related to corporate business.  The question of where a corporation…

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This International Shoe Doesn’t Fit: Subsidiary May Not Be Parent’s Agent

Is a wholly-owned subsidiary per se an agent of the parent?  In an opinion issued yesterday, the Nevada Supreme Court answered “not necessarily”.  The legal issue was whether the German parent of a Delaware corporation doing business in Nevada was subject to the jurisdiction of the Nevada courts.  Viega GMBH v. Eighth Judicial Dist. Court, 130…

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