Business Associations

Delaware law permitting choice-of-forum bylaws is enforceable in California even if no shareholder consent is obtained for the bylaw and even though the bylaw is adopted after the allegedly wrongful conduct has occurred. Read More

Severson's Andrew Noble provides additional commentary on this important opinion. Read More

By being the surviving subsidiary in a reverse triangular merger, defendant did not sell or transfer its assets, and so did not trigger a right of first refusal under a contract by which it acquired one of those assets. Read More

Once the court orders an appraisal in an action for involuntary dissolution of a closely held corporation, the plaintiff may no longer voluntarily dismiss the action. Read More

Although corporations are immune from antitrust liability for conspiracy when their alleged co-conspirator has substantially common ownership, this immunity does not apply when wholly unrelated corporations are alleged to be part of the conspiracy. Read More

When two or more people join efforts to conduct a business without incorporating, they are deemed to have formed a partnership, but if the business is later incorporated, the corporation is presumed to have superseded the partnership unless there is proof of a pre-incorporation agreement to continue the partnership in operation post-incorporation. Read More

Substantial evidence supported the trial court's finding that the principal for a corporation that bought a motorcycle dealership from the plaintiffs knew about the transactions in which the corporation engaged and tacitly approved two 6-month deferrals of monthly payments of the purchase price, so he was not exonerated from his guarantee of the corporation’s obligations under the purchase agreement.  Read More

Substantial evidence supported the trial court's finding that a member of a nonprofit mutual benefit corporation sought the corporate records for an improper purpose, and since he requested the records as a solo member of the corporation, the corporation was not required to seek a court order barring him from accessing them; rather the burden of seeking court relief lay… Read More

Since plaintiff lacked actual knowledge of limitations on his authority, the signature by the manager of a limited liability company that was itself the manager of a second limited liability company was sufficient to bind the latter company to a contract. Read More

When an appraisal is conducted under Corporations Code 2000 to determine the value of shares in a closely held corporation, the trial court must either apply a value agreed upon by at least two of the three appraisers, or a value independently set by the trial court; the court cannot, as it did here, simply average the three appraisers’ differing… Read More

Trial court erred in allowing suspended (and eventually dissolved) corporation relief from default judgment, since its agent for service of process was served, thus giving it actual knowledge of the suit.  Read More

Defendant was not entitled to summary judgment on breach of fiduciary duty because triable issues of fact existed on whether defendant’s failure to properly investigate unlicensed contractor was ultra vires and/or shielded by the business judgment rule. Read More