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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

This "Defunct" Delaware Corporation Remains A  California Citizen

Allen Matkins on

Diversity jurisdiction of the federal courts requires complete diversity of citizenship.  28 U.S.C. § 1332.   If a party is a corporation, then it becomes necessary to determine the location of the corporation's citizenship. ...more

Allen Matkins

Court Denies Common Law Inspection Rights To Beneficial Owners

Allen Matkins on

Yesterday's post discussed the Court of Appeal's holding in Ramirez v. Gilead Sciences, Inc., 2021 Cal. App. LEXIS 558, that a beneficial owner has no right to inspect corporate records under California Corporations Code...more

Allen Matkins

Beneficial Owner Has No Right To Inspect Delaware Corporation's Books Under California Law

Allen Matkins on

Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any...more

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