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A Question Of Nomenclature – The GCL Versus The CCC

A colleague recently asked me why some Bylaws refer to both the California Corporations Code and the California General Corporation Law. The simple answer is that these aren’t the same thing. The General Corporation Law is...more

11/14/2013 - Bylaws Corporations Code

Responding To Professor Bainbridge’s Response

Last week, Professor Stephen Bainbridge posted this response to my post on post on exclusive forum selection bylaws in light of Chancellor Strine’s opinion in Boilermakers Local 154 Retirement Fund v. Chevron Corporation,...more

7/2/2013 - Bylaws Choice-of-Venue Forum Jury Trial State and Local Government

Another Possible Exception To Exclusive Forum Bylaws

Yesterday, I discussed several vulnerabilities of exclusive forum bylaws should they be challenged in California. The California General Corporation Law includes many provisions that expressly subject foreign corporations to...more

6/28/2013 - Board of Directors Bylaws Corporate Governance Foreign Corporations

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...more

6/27/2013 - Bylaws Contract Interpretation Forum Selection Clause

Are Charter Indemnification Provisions Contracts?

Public companies typically include provisions in their articles and bylaws that mandate indemnification of directors and officers. Often, these provisions include a statement to the effect that the rights to indemnification...more

1/29/2013 - Articles of Incorporation Bylaws Directors Indemnification Clauses Officers

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...more

1/15/2013 - Bylaws Choice-of-Law Directors Forum Selection Clause Officers Waivers

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