Thoughts on Being Your Own Agent for Service of Process Here in San Diego and elsewhere in California, corporations, limited liability companies, and limited partnerships are required by law to designate an "agent for service of process." This is part of the process of setting up your corporate entity [...]
No Breach of Duty of Loyalty to LLC Where LLC Conducted No Business Under California law, a limited liability company ("LLC") is one of the options available for forming a corporate entity through which to operate a business. Other options include a corporation, various professional organizations, and limited partnerships. [...]
Top Reasons for Avoiding Unwritten Contracts Here in San Diego and the rest of the Golden State, certain types of unwritten contracts can be enforced in the courts. Certain contracts, like contracts for the sale and purchase of real estate, must be in writing, but a lot of other [...]
Inspection Rights for Members of San Diego Limited Liability Companies One of the long-standing hallmarks of corporate governance in California and in the US generally is the idea that shareholders and other owners of corporate entities are entitled to inspect the "books and records." This has been enshrined in [...]
Pro-Tips for a Good Company Telecommuting Policy: Dealing With Rest/Meal Breaks Many San Diego employers have workers that prefer to work from home and, if the job duties can be effectively accomplished from a remote location, many employers like the concept, too. However, if you have work-from-home employees or [...]
Corporate Governance: Options for Breaking/Avoiding a Shareholder Deadlock When running your San Diego business through a corporation, one of the practical issues that must be addressed is possible corporate deadlock. In general, corporations run on the ideas of voting and majority rules. The shareholders own the company and they [...]
San Diego Business Law: Is Advertising a Unilateral Contract? As discussed below, under most circumstances, advertisements are not considered "unilateral contracts" in California. When most San Diego business owners think about "contracts," what comes to mind is probably the standard bilateral contract. As the name implies, "bilateral" contracts are [...]
What are Implied Contracts? Implied contracts are specifically allowed under the California Civil Code, §1621. That provisions defines an implied contract as "... one, the existence and terms of which are manifested by conduct." In interpreting this provision, California courts have held that the standard rules with respect to [...]
Some Legal Lessons as Uber Reportedly Settling Most Arbitrations: $146-$170 Million It has recently been reported that Uber is in the process of settling most of the arbitration claims that have been filed by its drivers. According to the reports, the settlements will total between $146 million and $170 [...]
Should You Designate Your Employee Handbook as "Confidential?" NLRB Says "No" Employee handbooks are a useful way of bundling together various information and notices that an employer needs and wants to provide to employees. Handbooks are particularly useful for newly-hired employees. Occasionally, the question arises whether an Employee Handbook [...]
Five Top Reasons for Not Using Off-the-Internet Form Contracts Business contracts have important and sometimes expensive legal consequences. Contracts should be taken seriously and be treated as seriously as every other aspect of your business. A good contract can make the difference between a successful business transaction and a [...]
Acceptance of a Contract by Silence, Inaction, and Subsequent Action An interesting case out Texas recently came to our attention showing an intriguing example of how silence and subsequent actions can be deemed by a court sufficient to create a contract. Normally, we deal with California cases, but, occasionally, [...]
Debunking Myths About the Advantages of Being a Sole Proprietorship Running your San Diego business as a sole proprietorship may seem like a good idea, but the so-called advantages of not being a corporation are myths. Here are some of the top myths debunked. No Wasted Time on Legal [...]
Reverse Morality Clauses are Becoming More Common Hollywood celebrities have long been required to sign agreements containing "morality clauses." These generally state that the celebrity will not engage in various activities or make various public statements that "materially damage or injure" the reputation of the film/entertainment studio and/or production [...]
Strategies for Renegotiating Value-of-Contract Limitation of Liability Clauses Limitation of liability clauses have long been upheld as valid by courts in San Diego and elsewhere in California. However, serious caution is in order if your business is being asked to sign an agreement that contains a limitation of liability [...]
U.S. Department of Labor Issues Guidance on "Employee-vs-Independent Contractor" Question Adding more confusion to San Diego and California labor laws, on April 29, 2019, the US Department of Labor ("DOL") issued a Guidance Letter on the question of "employee" versus "independent contractor" with respect to the federal Fair Labor [...]
San Diego Business Contracts: Arbitration Agreement Held to Have Retroactive Effect If a business contract is written correctly and broadly enough, then the contract can have a retroactive effect. This is the holding of a recent California Court of Appeals case with respect to an arbitration agreement. See Salgado [...]
Board Qualifications: Why You Need Clearly Written Corporate Bylaws San Diego and California corporations are created by the filing of Articles of Incorporation with the California Secretary of State's office. Two documents establish and set out the manner in which any given corporation is governed — the Articles and [...]
Corporate Governance: Shareholders Have Nearly Absolute Right to Have Annual Meetings A recent decision by the California Court of Appeals has held that shareholders have a nearly absolute right to have annual shareholders meetings. See Ielmini v. Patterson Frozen Foods, Inc., Case No. F073377, F074088 (Cal. App. 5th Dist. [...]
Dynamex Applies Retroactively Says 9th Circuit: Businesses Now at Risk Back to 2014 The US Court of Appeals for the Ninth Circuit recently held that the Dynamex decision applies retroactively. See news report here. Dynamex was decided in April 2018 and changed the rules on how California businesses are [...]
Protect Your Company's Twitter/Social Media Accounts With "Claim and Delivery" (Replevin) Clauses When an employee separates from a business — voluntarily or involuntarily — one of the thornier problems crops up if the employee exits with a Twitter handle or social media account. Speed is of the essence in [...]
Assemblymember Lorena Gonzalez (D., San Diego) Introduces Bill to Codify Dynamex Decision State Assemblymember Lorena Gonzalez, elected from here in San Diego, has recently introduced a bill -- known as AB 5 -- that would convert the Dynamex decision into statutory law. See news report here. As we have [...]
Derivative Actions: Corporation Cannot Avoid the Lawsuit by Removing the Dissident Director Under California law, a member of a corporation's board of directors can sue, on behalf of the corporation, the other members of the board and the corporation if there has been misconduct or waste of corporate assets. [...]
"No" to Implied Class Action Arbitrations Says SCOTUS In another sure-to-be-controversial decision, the US Supreme Court, by a 5-4 margin, recently held that class action arbitrations cannot be compelled unless explicitly agreed to. The case is Lamps Plus, Inc. v. Varela, Case No. 17-988 (US Supreme Court April 24, [...]
San Diego Mergers & Acquisitions: Are No-Shop Clauses Valid in California? In a merger and/or acquisition agreement, often the parties agree to what is called a "no shop" clause. A typical "no shop" clause prohibits a seller from soliciting or considering new or alternative bids for the business for [...]
San Diego Court Reporters Must Operate Through a California Professional Corporation, Says California Court of Appeals Many San Diego professionals, like doctors, nurses, attorneys and others, are eligible to form professional corporations under California law. See the Moscone-Knox Professional Corporation Act, Cal. Corp. Code, § 13400 et seq. An [...]
The Importance of Incorporating: A Shield Against Potential Liability One of the most important reasons for forming a corporation to run your business is obtaining a shield against potential personal liability. In general, once a corporation is formed, it becomes a separate legal entity. Thereafter, when the corporation signs [...]
Thoughts on Legal Risks Re: Your CCPA Data Collection and Use Notices The California Consumer Protection Act ("CCPA") is going into effect at the beginning of 2020. There are various statutes being proposed right now in the State Assembly intended to make the CCPA even more protective of consumers. [...]
Joint Venture Partners can be Legally Liable for an Obligation of the Joint Venture A recent case from the US District Court in San Francisco held that the partners of a joint venture agreement could be held liable for the debts and obligations of the joint venture and could [...]
Mergers and Acquisitions: Attention to Detail is Essential During Due Diligence A recent California Court of Appeals decision gives a good illustration of the importance of paying close attention to every detail of important contracts during merger and acquisition due diligence. See Triyar Hospitality Management, LLC. v. WSI (II) [...]
What is a Suit for “Trade Contract Price” When your San Diego business delivers goods, but you are not getting paid, you have several options in terms of filing a lawsuit. First, you can sue for breach of contract — hopefully, a lawsuit based on a written contract. Here [...]
False Advertising/Labeling: Ninth Circuit Holds That Standard for "Literally False" is Lenient Two recent opinions handed down by the US Ninth Circuit in San Francisco have clarified that the summary judgment legal standard for "literally false" labeling and advertising is a lenient standard -- preponderance of the evidence. See [...]
Confidentiality and Nondisclosure Agreements: Three San Diego "Must-Use" Circumstances Confidentiality and nondisclosure agreements are essential to any San Diego business. A confidentiality and nondisclosure agreement is an agreement that protects the confidentiality of your company's data and trade secrets. These agreements are not just for inventors or for those [...]
The Importance of Checking Corporate Status Before Contracting If your San Diego business is entering into a contract with another business, it is important to investigate the status of the corporation or other entity form with which you are about to enter a relationship. An experienced San Diego corporate [...]
Lessons From FTC v. UrthBox: Do Not Use Undisclosed Paid Online Reviews If your San Diego business is currently using online endorsers and is offering some sort of free trial, seek counsel and advice from an experienced San Diego corporate attorney to ensure compliance with federal and California statutes. [...]
More on the Doctrine of Standing: Ninth Circuit Says Inaccurate Credit Reporting Not Sufficient for Standing In good news for San Diego businesses, the US Ninth Circuit Court of Appeals up in San Francisco recently held that, without more, a claim that credit information was inaccurately reported was not [...]
Low Cost, Finality, and Speed: The Three Main Advantages of Arbitration For San Diego businesses, there are many advantages to using arbitration as the dispute resolution mechanism in business contracts. The three most prominent advantages are low costs relative to court litigation, finality, and speed. These advantages are connected; [...]
Websites Must be Accessible to the Blind, Says US Ninth Circuit: Robels v. Domino's Pizza The US Ninth Circuit recently issued its opinion in Robels v. Domino's Pizza, Case No. 17-55504 (US 9th Cir. January 15, 2019), holding that websites and mobile phone apps must be accessible to the [...]
San Diego Business Contracts and Unjust Enrichment There is a legal doctrine here in California called "unjust enrichment." This is a cause of action that can be brought in a San Diego court where the plaintiff — the person suing — claims that he or she has incurred some [...]
What if You Receive a Text Message as "Written Notice" Under a Contract? Recently, we discussed some of the legal implications of sending a text message to deliver a notice that is required under a contract. As we discussed in part I of this series, unless notice-via-text-message is listed [...]
San Diego Business Contracts: What is a Mutual Release Agreement? A "mutual release agreement" is an agreement by which two or more parties agree to settle a dispute and to release each other from any future legal liability going forward. An experienced San Diego corporate attorney should be consulted [...]
Due Diligence and Business Divorces Business divorces happen all the time. A business divorce has three things in common with a personal divorce: The divorce can span the spectrum from hostile and acrimonious to cordial and peaceable; The divorce can be caused by simply losing interest or because of [...]
Good News for San Diego Not-For-Profits: Expressive Trademarks Protected by First Amendment A federal court here in the Golden State recently held that expressive trademarks are protected by the First Amendment of the US Constitution. In general, trademarks and service marks are considered commercial — a designation of the [...]
California Court Says Business Cannot Use Sham Lawsuit to Defeat Fraudulent Transfer Action Under California law, a San Diego person or business cannot avoid paying its creditors by transferring property or items of value to someone else. Such transfers are voidable — that is, the creditor can file a [...]
San Diego Business Law: Legally Speaking, What is Standing? Recently, the U.S. Supreme Court reversed the U.S. federal Ninth Circuit Court of Appeals in San Francisco in the case of Frank v. Gaos, No. 17-961 (US Supreme Court Mar. 20, 2019). The case involved an allegation by various plaintiffs [...]
San Diego Securities Fraud: Disseminating a Statement That You Know is False is Fraud Says SCOTUS San Diego companies and those involved in the offer and sale of securities know that making false statements will create potential legal risk — both the risk of civil and criminal liability. Making [...]
San Diego Employers: Do I Have to Pay Workers Who do Company-Sponsored Volunteer Work? A recent employment and social activism trend is to encourage workers to participate in volunteer and non-profit work programs. Many San Diego employers have jumped on the bandwagon. An example would be an accounting or [...]
San Diego Vehicle Dealerships and the Doctrine of Unclean Hands Like many jurisdictions, California has a legal doctrine called "unclean hands." This doctrine applies as a defense to a lawsuit filed by another. The doctrine requires that, in the lead-up to a lawsuit, the plaintiff act fairly in the [...]
Of Sour Gummies and Starbucks: California Federal Court Dismisses Misleading Labeling Case Any San Diego or California company that makes or sells any consumer product must be very careful with packaging and labeling. A massive number of false advertising and improper labeling cases have been filed over the last [...]
San Diego Private Securities Offerings and EDGAR If your company is seeking to raise operating capital, one option is to offer securities for sale. In simple terms, you sell shares of stock (although there are many forms of "securities"). In general, if your company is offering and selling securities, [...]
Merger & Acquisition Data Issues: What Data Does the Target Have and What About Consents and Notices? The California Consumer Protection Act ("CCPA") becomes effective January 1, 2020. See Cal. Civ. Code, § 1798.100 et seq. The CCPA imposes on businesses that collect personal data a long list of [...]
Slack Fill Update: Chicago Federal Judge Dismisses Junior Mints Case Slack fill laws are in the news again. A federal judge in Chicago has just dismissed a claim by an Illinois woman that her box of Junior Mints was not full enough. See news report here and here. The [...]
San Diego Mergers and Acquisitions: Real Estate and Title Insurance Issues If real estate is a component of a San Diego merger and/or acquisition, then special and careful attention must be paid to title insurance issues. Retaining an experienced San Diego corporate attorney is essential. As most know, title [...]
Another Case Nullifies a Non-Solicitation-of-Employees Agreement A few months ago, we wrote about the case of AMN Healthcare, Inc. v. Aya Healthcare Services, Inc., Case No. D071924 (Cal. App. 4th Dist. November 1, 2018). See here. In that case, we discussed how the court found an employee non-solicitation agreement [...]
San Diego Copyrights: Careful How You Register Photos When a San Diego business registers photographs for copyright, there is a choice between registering them as individual photos or as a compilation. The most common issues are cost, as fees are charged per registration, and practicality, as one registration form [...]
San Diego Mergers and Acquisitions: What is a Reasonable Termination Fee? A typical merger purchase agreement will contain various termination rights and will also include termination fees (also called "breakup fees"). The idea behind termination fees is to protect both parties to the merger agreement if the merger is [...]
Employees are a Huge Threat to Your Data: Strategies for Reducing Risk Recently, Verizon published a report on cybersecurity and data breaches. See full report here. It is an interesting report focusing on the threat to data posed by insiders such as employees and third-party "partner organizations." According to [...]
San Diego Business Contracts: Using Cost-Adjustment Clauses to Reduce Risks If your San Diego business is contemplating a long-term contract that involves materials and supplies, you might consider adding a "cost-adjustment" clause to the contract to reduce risks from market price fluctuations. With a long-term contract — one that [...]
The Case of Elon Musk: Securities Fraud and Being Careful with Your Tweets Last year, Elon Musk, the CEO of Tesla, Inc., got himself in hot water with the Securities and Exchange Commission ("SEC") about some statements he made and some tweets he sent. The SEC regulates securities in [...]
San Diego Employers: Do We Have to Allow Emotional Support Squirrels? San Diego and California employers are familiar with the idea that "reasonable accommodations" are necessary when an employee claims a disability. Under the Americans With Disabilities Act (ADA), "disability" includes an emotional disability. A recent trend in treating [...]
Can a Text Message be Considered "Written Notice" Under a Contract? Many business contracts have what are generally called "notice provisions." These generally state that, for some particular issue related to the contract or breach of the contract, one party must notify the other side. Examples include a "notice [...]
Due Diligence When Acquiring a Medical Corporation/Physician Practice Acquisitions If you are thinking of buying a San Diego medical corporation/physician practice, it is important to conduct your due diligence to ensure that you are getting what you expect. You will need an experienced San Diego corporate attorney to provide [...]
Franchising News: FTC Proposes New Franchisor Disclosures The Federal Trade Commission (“FTC”) recently requested public comments on its proposed changes to what is known as the FTC's “Disclosure Requirements and Prohibitions Concerning Franchising” (the “Disclosure Requirements"). Here in San Diego, franchising is regulated by both the federal government and [...]
Federal Court: Once a Corporation, Always a Corporation A recent decision by a federal court in Rhode Island reminds businesses that "once a corporation, always a corporation." This lesson is just as applicable to San Diego businesses as businesses on the east coast. See Morowitz v. United States, No [...]
San Diego Online Retailers: Paying for False Online Reviews Will Bring Legal Trouble The Federal Trade Commission Act prohibits businesses from engaging in unfair and deceptive business practices including deceptive and false advertising. FTC Act, 15 U.S.C. § 41 et seq. Here in the Golden State, there is a [...]
How the California Courts Evaluate Liquidated Damages Clauses When required to interpret a liquidated damages clause, California courts use a two-part test. A liquidated damage clause is a provision whereby the parties to a contract agree, in advance, on the amount of damages that one party will receive in [...]
New Overtime Rules from the Feds: Little Impact for San Diego Employers The federal Department of Labor ("DOL") recently proposed new regulations with respect to overtime payment obligations under the Fair Labor Standards Act ("FLSA"). If ultimately adopted, the proposed standards would make over a million workers eligible for [...]
Caution With "Pay-If-Paid" Contract Clauses With respect to construction contracts and contracts between a general contractor and a subcontractor, the California Supreme Court has long ago declared that "pay-if-paid" clauses are unenforceable. Back in 1997, the court held a "general contractor's liability to a subcontractor for work performed may [...]
San Diego Business Law: Demand Letters and the Litigation Privilege Occasionally, a San Diego business will find itself confronted with a potential breach of contract. When this happens, one of the first steps to take is to send a "demand letter" asking that the other party perform its obligations. [...]
San Diego Business Law: Three Key Differences Between Breach of Contract and Tort There is often much confusion about the difference between legal liability based on breach of contract and liability based on tort. In this article, we offer a brief discussion of three key distinctions. Obligations Founded on [...]
San Diego Breach of Contract: Reliance Damages If there has been a breach of a contractual obligation, under California law, the non-breaching party is entitled to recover damages. Among the several types of recoverable damages are "reliance damages." These are monetary amounts or their equivalents that have been paid [...]
More on the Frustration of Purpose Doctrine: Brexit Not Sufficient Grounds The legal doctrine of Frustration of Purpose has been in the news lately. We wrote about the doctrine recently. Under California law, frustration of purpose will excuse performance of a contract if there is some unforeseen event or [...]
Do California Shareholders Have the Right to Inspect Corporate Emails? In general, owners of stock in corporations are entitled to certain rights regarding inspection of corporate records. See Cal. Corp. Code,§§ 213, 1501, 1600 et seq. In general, small shareholders (under 5%) are entitled to less access — basically, [...]
Copyright Law Update: Your Copyright Must be Registered Before You can Sue The US Supreme Court recently issued its opinion Fourth Estate Public Benefit Corp. v. Wall-Street.com, No. 17-571 (US Supreme Court March 4, 2019). The Court reaffirmed the Copyright Act's requirement that a copyright must be registered before [...]
San Diego Businesses: Not So Fast on Cashless Retailing In the news lately are a multitude of cities and states that are banning cashless retailing. Philadelphia just passed a city law prohibiting most retailers from refusing to take cash or charging cash-paying customers a higher price. Fine of $2,000 [...]
Employees Must be Paid When Required to Call-in for Shifts Under California labor laws and applicable Wage Orders issued by the Department of Industrial Relations, if an employer requires an employee to “report for work” that employee must be paid. See Wage Order 7; Cal. Lab. Code §§ 200-203, [...]
Fraud as a Defense to Breach of Contract: Capacity to Act Otherwise Required If a contract is breached, the party breaching the contract will likely be sued. Once in the courthouse, there are many defenses that can be asserted that, if proven, will allow the breaching party to avoid [...]
Tips for Avoiding Pitfalls of Two-Step Acquisitions Two-step acquisitions (or two-step mergers) are common in the business world, particularly when there are significant uncertainties as to cost/valuation, the "fit" between acquiring company and target, potential market directions, and other issues. A two-step acquisition can be a solution, but can [...]
Causation and Insurance Liability: Of Squirrels and Electrical Arcing With respect to drafting San Diego business and insurance contracts, special attention should be paid to drafting clear and comprehensive definitions of causation particularly because causation is one of the more difficult concepts to understand in the law. Indeed, causation [...]
San Diego Franchise Law: Ideas on Handling the Ostensible Agency Doctrine This article will discuss what is known in franchise law as the "ostensible agency" doctrine. Ostensible agency is a legal doctrine used by courts to decide who is considered the "employer" with respect to employees of the franchisee. [...]
McDonald's Loses its "Big Mac" Trademark in Europe: Three IP Lessons In case you had not heard, McDonald's lost its trademark registration for the "Big Mac" in the European Union (“EU”). See CNBC report here. This was big news and, as a result, industry competitors immediately sought to capitalize [...]
San Diego Businesses: Is it Time to Say "No" to Biometrics? In our modern world, businesses have a tendency to think that every new technology is the "wave of the future" and the "key" to efficiencies, profits, and success. But, occasionally, certain technologies are just too fraught with legal [...]
Consumer Privacy Act Updates: Senate Seeks to Remove Protections for Businesses California State Senator Hannah-Beth Jackson (D-Santa Barbara) recently introduced a bill to make the California Consumer Privacy Act even tougher. See report here. Of particular note, Sen. Jackson's bill would remove a 30-day cure period for businesses and [...]
San Diego Commercial Leases: Avoid Arguing Over What is a Trade Fixture or a Leasehold Improvement One of the more confusing aspects of commercial real estate law is distinguishing between what is a trade fixture and what is a leasehold improvement. However, dealing with these issues up front as [...]
Deceased Judge's Vote Does Not Count Much ado has been made in the news recently about the US Supreme Court's decision in Yovino v. Rizo, No. 18-272 (February 25, 2019). In Yovino, the Supreme Court vacated a decision by the US Ninth Circuit in San Francisco because the decision [...]
San Diego Businesses: Thoughts on Employee Handbooks and "Standalone" Disclosures Businesses are increasingly required to provide disclosures here in San Diego and across the country. As we have discussed here, the California Consumer Privacy Act was passed in 2018 and contains many disclosure requirements. Warning labels on packaging is [...]
California Business Contracts: The Right to Adequate Assurance of Performance Every San Diego business has had it happen: A contracting partner fails to perform or fails to deliver on time, and there is worry about why and whether the other party can meet its obligations. These situations can be [...]
Forming a San Diego Professional Psychology Corporation If you are a going out on your own as a psychologist, forming a California professional psychology corporation as the business entity for operating your practice is probably the best investment you can make in your new practice. Forming a California professional [...]
Tips for Ensuring Your Automatic Renewal Clauses are Enforceable Many San Diego businesses, particularly online and service businesses, use automatic renewal clauses in their consumer contracts. As the name implies, automatic renewal clauses typically state that the contract extends for additional terms automatically unless the customer takes some active [...]
Can "Data Dividends" Make the Consumer Privacy Act Workable for San Diego Businesses Governor Gavin Newsom recently proposed what he called a “data dividend” that all California consumers should be paid when their personal data is collected. The Governor believes that consumers should "share in the wealth that is [...]
Corporate Governance: Thoughts About Proper and Improper Shareholder Votes In general, corporations are run as mini-democracies, at least in terms of important corporate decisions. The shareholders, for example, are the owners and they meet at least once a year to elect the directors of the corporation. Once elected, the [...]
San Diego Gas Station Franchises: The Petroleum Marketing Practices Act When we hear the word "franchise," most of us probably think of a fast food restaurant. As we have discussed in previous posts, franchising is an enormous component of the American consumer marketplace and franchises are common in all [...]
San Diego Businesses: Do I Have to Worry About Climate Change Litigation? Climate change litigation is becoming an increasing threat to businesses here in San Diego and throughout California. At the moment, the targets of climate change litigation are big publicly held companies. Just last summer, the federal court [...]
San Diego Employers: Act Now to Avoid Class Action Arbitration As we have discussed, there are many good reasons why San Diego employers want to use arbitration provisions in their employee agreements and want to have their employees agree to waive their right to bring class action lawsuits as [...]
Tips for Handling the Legal Dangers of Workplace Romance Dating and romances between coworkers is common. Aside from lost productivity and lost efficiencies created by both successful and unsuccessful romantic entanglements, the behavior generates many legal dangers and challenges to the employer, including the following: Perceptions by others of [...]
Goonewardene v. ADP, Inc.: Workers Not Covered by Third-Party Beneficiary Doctrine A unanimous California Supreme Court recently issued an opinion providing further guidance on California's third-party beneficiary doctrine. The third-party beneficiary rule relates to contract law and is important for San Diego businesses. In general, parties can agree to [...]
Mixed Signals from Federal Courts on How Employers May Implement Mandatory Arbitration for Employees Of late, mandatory arbitration for employees has been a hot legal topic. As we have discussed on this blog, employers have good reasons for seeking to implement arbitration. Arbitration helps reduce the litigation costs and [...]
San Diego Trademark Use: Use Caution When "Blanding-Down" There has been a recent trend in marketing called "blanding-down" with respect to trademarks and trade dress. Blanding-down is when someone in the marketing department redesigns the company logo or trademark or trade dress by removing complicating elements like a background [...]
Corporate Governance: Directors Cannot Vote by Proxy We wrote recently about use of shareholder proxies. As we discussed, San Diego and California corporations are owned by shareholders, but the management of the corporation is given over to the board of directors. As one court said long ago, "[t]he property [...]
San Diego Mergers and Acquisitions: "Arbitration" Versus "Expert Determination" Contract law truly has infinite flexibility and complexity. Indeed, these are two of the greatest attributes of contract law. Since contracts are creatures of intent, the only limits are the creativity and desires of the parties. One example is the [...]
