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Cooley LLP

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

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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

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

Fenwick & West LLP

California Supreme Court Upholds Delaware Forum Selection Clause

Fenwick & West LLP on

On July 21, 2025, the California Supreme Court issued an opinion in EpicentRx, Inc. v. Superior Court of San Diego County, overturning the lower courts’ decision to decline enforcement of a forum selection clause requiring...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

Hendershot Cowart P.C.

Texas LLCs, Corporations: Act Now to Secure New Business Protections from 2025 Legislative Reforms

Hendershot Cowart P.C. on

Major changes to Texas Business Organizations Code enacted during this summer’s legislative session provide unprecedented protection for management decisions and business disputes – but only if you amend your governing...more

Jones Day

Texas Enacts Business-Friendly Reforms in Bid to Dethrone Delaware’s Corporate Dominance

Jones Day on

The Texas Legislature recently has taken Texas-sized steps intended to make the state a more attractive place for companies to form, reincorporate, or relocate, further advancing Texas’s efforts to rival Delaware as a...more

Allen Matkins

In More Bad News For Delaware, Nevada Legislature Proposes To Allow Jettisoning Jury Trials For "Internal Actions"

Allen Matkins on

I have previously noted certain provisions of a bill amending Nevada's business entity statutes, AB239.  See Nevada Bill Would Impose A Duty That Directors Be Informed and Nevada Bill Would Expressly Allow Directors To...more

Nutter McClennen & Fish LLP

Notes on BLS/Social Law Program and 2021 BLS Decisions—Including AG Healy v. Uber Technologies

In January, the Social Law Library sponsored the Business Litigation Session 2021 Year in Review. The panel included Judge Kenneth Salinger, the BLS Administrative Justice, as well as Michael Tuteur and Andrew Yost, attorneys...more

Winstead PC

Appellate Court Grants Mandamus Relief To Require A Jury Trial On The Issue Of Whether The Inspection Of Books And Records Of A...

Winstead PC on

A common complaint of a minority shareholder is the denial of access to the corporation’s books and records. A shareholder enjoys the right to examine and copy certain records of the corporation in which the shareholder owns...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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