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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

Nossaman LLP

Continuity of Care vs. Exclusive Contracting: What an Ongoing Dispute over a Hospital’s Exclusive Services Agreement Means for...

Nossaman LLP on

With many hospitals turning to exclusive contracts to manage clinical services, understanding when statutory protections may be violated or when contracting decisions run opposed to medical staff bylaws is crucial. In a...more

Allen Matkins

If A Picture Is Worth A Thousand Words, Should Bylaws Have Pictures?

Allen Matkins on

Nearly 13 years ago, I ruminated on the question of whether corporations are required to have bylaws.  As far as California is concerned, there is no requirement that a corporation in fact have bylaws, although virtually all...more

Allen Matkins

Don't Be Caught Inquorate! Some Key, But Subtle, Differences In California's And Nevada's Board Quorum Requirements

Allen Matkins on

California Corporations Code Section 307(a)(7) provides that a "majority of the authorized number of directors constitutes a quorum for the transaction of business".  Thus, if the authorized number of directors is 7 and there...more

Allen Matkins

Court Sticks Toe Into The "Dismal Swamp" Of Unincorporated Association Bylaws But Declines To Wade In

Allen Matkins on

Yeong Wo is an unincorporated association that serves as an umbrella group for a dozen constituent organizations, called “tangs.”  In Hee Shen Cemetery & Benevolent Assoc. v. Yeong Wo Assoc., 2024 WL 938928 (March 5, 2024),...more

Allen Matkins

Do These 2022 Legislative Changes Require A Bylaw Refresh?

Allen Matkins on

During the 2021-2022 legislative session, the California Secretary of State sponsored legislation, 2022 Cal. Stats. ch. 617, making numerous changes to the Corporations Code in anticipation of the implementation of its...more

Allen Matkins

You Won't Find The Answers To These Questions In The California General Corporation Law

Allen Matkins on

I am often struck by the fact that the California General Corporation Law simply fails to address many very basic questions of corporate law and procedure, including the following...more

Allen Matkins

Are Your Bylaws Demode?

Allen Matkins on

While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do.  In my experience, it is extremely rare to come across a corporation that has not...more

Allen Matkins

In This Case, Bylaws By Any Other Name Are Still Bylaws

Allen Matkins on

The California General Corporation Law authorizes the adoption of bylaws, but does not purport to define the term.  Cal. Corp. Code § 110.  The Nonprofit Corporation Law defines "Bylaws" not by description but by stating what...more

Allen Matkins

Forum Selection Clause Found To Violate Unwaivable Right To A Jury Trial

Allen Matkins on

Seven years ago, I posited that forum selection clauses that specify the Delaware Court of Chancery were susceptible to being challenged as impermissible waivers of the right to a jury trial under California's Constitution...more

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