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California Business Litigation Corporate Governance

Cooley LLP

California Supreme Court Saves Delaware Forum Selection Clauses in Corporate Certificates of Incorporation

Cooley LLP on

On July 21, 2025, the California Supreme Court issued a significant decision clarifying that a forum selection clause in a company’s certificate of incorporation is not unenforceable simply because the selected forum (here,...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Holds That Derivative Litigation Settlement Procedural Rules Apply Even In Intra-Shareholder Suits in...

In Norman v. Strateman, No. A170356, 2025 WL 1802786 (Cal. App., 1st Dist., June 20, 2025), the California Court of Appeal held that a settlement of derivative claims reached among all shareholders of a close corporation was...more

Patton Sullivan Brodehl LLP

What if an LLC’s Books and Records Contain Trade Secrets?

One of the most important rights owned by LLC members is the right to inspect the LLC’s books and records. For an overview of LLC books and records requests, see the prior LLC Jungle post: Why LLC Managers Should Take Member...more

Stradling Yocca Carlson & Rauth

California Business Divorce: California Court Recognizes LLC Member Lists as Trade Secrets in Recent Ruling

California Court Recognizes LLC Member Lists as Trade Secrets in Recent Ruling - When an LLC member suspects the company is playing favorites with redemption requests, how much access should they have to the membership rolls...more

Allen Matkins

Is An LLC's Membership List A Trade Secret?

Allen Matkins on

Yesterday's post considered one of several matters raised on appeal in Perry v. Stuart, 2025 WL 1501935.   The case involves a former member's demand for inspection of records of a California limited liability company. ...more

Allen Matkins

If You Agree That Stock Issuance Was Not "Compensation, Salary, Or Income", You May Want To Think Carefully Before Issuing A Form...

Allen Matkins on

Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr....more

Allen Matkins

The One Where Everyone Got The Statute Wrong

Allen Matkins on

In yesterday's post, I discussed the Court of Appeal's unpublished opinion in Milks v. Affirmed Techs., LLC,  2024 WL 1502944 (Cal. Ct. App. Apr. 5, 2024), reh'g denied (Apr. 30, 2024).  That case involved claims against a...more

Allen Matkins

Does Bill Authorizing The Secretary Of State To Cancel Corporations Have An Illegitimate Purpose?

Allen Matkins on

Recently, I wrote that California Senator Monique Limón had introduced legislation, SB 1186, that would allow the Secretary of State to cancel the articles of incorporation or the filing of a statement and designation by a...more

Snell & Wilmer

Board Diversity Initiatives Falter in the Courts but Investor Interest Is Likely to Remain Strong

Snell & Wilmer on

Last year, Superior Courts in Los Angeles County invalidated two California statutes requiring specific diversity mandates for California public company boards (Senate Bill 826 “SB 826” and Assembly Bill 979 “AB 979”). The...more

Sheppard Mullin Richter & Hampton LLP

Los Angeles Superior Court Invalidates California Law Requiring Gender Diversity on Company Boards

In Crest v. Padilla, No. 19STCV27561, 2022 WL 1565613 (Cal. Super. May 13, 2022), the Superior Court of California for the County of Los Angeles (Duffy-Lewis, J.) issued a decision following a bench trial finding that Senate...more

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