Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Unwaivable Statutes May Doom Forum Selection Provision

Nearly four years ago, I wrote this post asking whether California’s anti-waiver statute voids choice of forum agreements.  The statute in question was California Corporations Code Section 25701 which provides "Any condition,...more

6/30/2015 - Employment Contract Forum Selection Forum Selection Clause

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...more

2/2/2015 - Corporations Code Federal Rules of Civil Procedure Forum Selection Clause Jerry Brown New Legislation Securities Securities Fraud

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...more

10/21/2014 - Breach of Duty Bylaws Corporate Officers Delaware General Corporation Law Derivative Suit Directors Forum Selection Clause Internal Affairs Doctrine

Federal Court Rules Boilermakers Didn’t Decide All Issues And Orders Company To File A Form 8-K

At first glance, the plaintiff’s position in Bushansky v. Armacost, 2014 U.S. Dist. LEXIS 88072 (N.D. Cal. June 25, 2014) seems a bit peculiar. The plaintiff had filed suit challenging Chevron Corporation’s adoption of an...more

6/30/2014 - Bylaws Chevron Class Action Delaware General Corporation Law Federal Jurisdiction Form 8-K Forum Selection Clause Shareholder Activism Shareholder Litigation Shareholders

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...more

5/12/2014 - Bylaws Class Action Federal Jurisdiction Forum Selection Clause Internal Affairs Doctrine Merger Agreements Mergers Safeway Inc Shareholder Litigation Shareholders

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

Nevada Legislature Considers Bill To Authorize Forum Selection Charter Provisions

Late last month, the Nevada Committee on Judiciary introduced a bill that would, among numerous other things, authorize forum selection provisions in corporate and other Nevada entity charters. If SB 441 is enacted, a...more

4/4/2013 - Arbitration Forum Selection Clause Gambling Jurisdiction Proposed Legislation

Federal Court Upholds Delaware Forum Selection Notwithstanding California Securities Law Claims

Corporations Code Section 25701 is California’s anti-waiver statute. It provides that “Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of...more

1/16/2013 - Acquisitions Forum Selection Clause Securities Waivers

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

A Forum Selection Clause Issue That You May Not Have Heard About Until Now

In a forthcoming paper, Professor Joseph A. Grundfest at Stanford Law School examined the incidence of forum selection provisions by chartering and headquarters jurisdictions. It may come as a surprise to very few that...more

12/5/2012 - Forum Selection Clause

Can CalPERS Be Sued In Federal Court Or Perhaps Even New York State Court?

The California Public Employees’ Retirement System began lending securities in the early 1980s. Since the early 1990s, CalPERS has used the Master Securities Loan Agreement (MSLA) originally developed by the former Bond...more

12/4/2012 - CalPERS Federalism Forum Selection Clause Securities

California’s Hostility To Non-Compete Agreements Does Not Vitiate Forum Selection Clause

In numerous posts, I’ve discussed California’s policy against covenants not to compete as mandated by Business & Professions Code Section 16600. From a different, more positive perspective, California could be characterized...more

11/14/2012 - Forum Selection Clause Non-Compete Agreements

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