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Snell & Wilmer

California Supreme Court Resolves Long-Running Dispute Over Delaware Forum Selection Clauses

Snell & Wilmer on

In a closely watched decision issued on July 21, 2025, the California Supreme Court, in EpicentRx, Inc. v. Superior Court, held that a forum selection clause requiring shareholder lawsuits to be brought in the Delaware Court...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

I Say Again That Section 2116 Says Nothing About Officers

Allen Matkins on

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

Allen Matkins

If Corporate Charters Are Contracts, Must They Be Signed By The Corporation?

Allen Matkins on

Recently, Professor Ann Lipton wrote that the California Supreme Court has 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 I...more

Allen Matkins

Supreme Court's Decision In Famous Hale & Norcross Mining Case

Allen Matkins on

Having read Professor Stephen Bainbridge's post about the origins of the judicial doctrine that directors must act on an informed basis, I passed along a reference to the California Supreme Court's in Fox v. Hale & Norcross...more

Allen Matkins

What Is So Special About A "Special Proceeding"?

Allen Matkins on

Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court.  One such provision is Section 1800 which allows certain persons to bring an action for the involuntary...more

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