Law School Toolbox Podcast Episode 292: Listen and Learn -- The Erie Doctrine (Civ Pro)
Bar Exam Toolbox Podcast Episode 126: Listen and Learn -- The Erie Doctrine
In a new article, professor of law Wendy Gerwick Couture aims for "a fuller understanding of Nevada corporate law, both substantively and theoretically, as compared with Delaware corporate law". For the title and them of her...more
I suspect that many practitioners would assume that the law of the state of incorporation would determine the viability of an exculpation clause in a corporation's articles of incorporation. Thus, I was surprised to read...more
Recently, I took note of the fact that the California Supreme Court as granted review of EpicentRx, In.c v. Superior Court, 95 Cal. App. 5th 890 (2023), review granted 539 P.3d 118 (2023). This was a case that...more
In a recent post, Professor Ann Lipton noted a proposed charter amendment intended to address the so-called "Con Ed" problem. In Consol. Edison, Inc. v. Ne. Utilities, 426 F.3d 524 (2d Cir. 2005), the stockholders of...more
"Whereof what's past is prologue, what to come" Youngevity Int'l v. Smith, 2019 U.S. Dist. LEXIS 31526 involved cross motions to dismiss a claim for breach of fiduciary duty. The plaintiff, a Delaware corporation, argued...more
In several recent posts, I have noted that officers, unlike directors, are agents of the corporation. Recognizing the agency status of officers can affect the legal analysis in a number of significant ways, including...more
My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the “internal affairs doctrine”. As explained by the U.S. Supreme Court,...more