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Corporate Governance Shareholders CA Supreme Court

WilmerHale

Delaware Forum Selection Clause Binds California Shareholders

WilmerHale on

The California Supreme Court handed a major victory to Delaware corporations facing shareholder litigation in California courts but left open questions about how durable the success will be. In EpicentRX v. Superior Court...more

Goodwin

California Supreme Court Delivers Major Win for Delaware Forum-Selection Clauses

Goodwin on

On July 21, 2025, the California Supreme Court issued a decision in EpicentRx, Inc. v. Superior Court of San Diego County, which held that an exclusive forum-selection clause designating a forum where a civil jury trial would...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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