On August 29, 2019, in Quidel Corporation v. Superior Court of San Diego County (Cal. Ct. App., No. D075217) 2019 WL 4071848 (“Quidel”), the California Court of Appeal, Fourth Appellate District, Division 1, clarified when noncompete agreements are lawful in...
Business litigations
“Litigating and Judging California Business Entity Governance Disputes” now available from LexisNexis/Matthew Bender
I am pleased to announce that the first edition of “Litigating and Judging California Business Entity Governance Disputes” (2019) is now available from legal publisher LexisNexis/Matthew Bender. I am the co-author and co-editor of the chapter titled “Judging and...
Important Subjects to Consider Addressing in California LLC Operating Agreements
A Brief Introduction to the Function of LLC Operating Agreements The operating agreement is a limited liability company’s (LLC) governing document and the foundational contract among its owners. The operating agreement is the exclusive consensual process for...
Vitatech International, Inc. v. Sporn: Guidance on Contractual Liquidated Damages Provisions
A recent case from the California Court of Appeal highlights the importance of not running afoul of California’s ban on liquidated penalties. On September 29, 2017, in Vitatech International, Inc. v. Sporn, Appeal No. G053477, the Court of Appeal, Fourth Appellate...
Goles v. Sawhney: Guidance on California’s Minority Shareholder Buyout Mechanism
A recent case from the California Court of Appeal offers instruction in how to conduct the valuation of a minority shareholder’s interest under California’s statutory buyout process in a corporate dissolution lawsuit. On November 22, 2016, in Goles v. Sawhney, 2d...
California’s Newest Threat to Out-of-State Businesses [UPDATE]
On July 22, we wrote about California Senate Bill 1241 and its potential impact on foreign businesses operating in California. In modified form, SB 1241 became law on September 25, 2016. It adds Section 925 to the California Labor Code. SB 1241 does two things: (1)...
New California Law Presents Yet Another Threat to Out-of-State Businesses
Consider for a moment that you are a business headquartered in Texas who is large enough to have operations in various U.S. states, including California. You should know about California Senate Bill 1241 pending currently in the state legislature. SB 1241 would do...
Is There Still a Public Domain in Copyright Law?
(c) 2012. Shanen R. Prout. All rights reserved. In January 2012, the United States Supreme Court held that certain original works of authorship that enter the public domain can have their copyrights restored. The case is Golan v. Holder, Case No. 10-545 (Jan. 18,...
Legal Issues Every Artist Should Be Aware Of
(c) 2012. Shanen R. Prout. All rights reserved. Registering artwork with the U.S. Copyright Office provides important benefits Copyright registration with the United States Copyright Office is not a condition of copyright protection; however, there are advantages to...
The Advantages and Disadvantages of Including Arbitration Provisions in Contracts
(c) 2012. Shanen R. Prout. All rights reserved. Conventional wisdom among many business lawyers says that arbitration is usually preferable over litigation in court because it avoids expensive, time consuming, and inefficient dispute resolution. It has become...
Recent Ninth Circuit Opinion Demonstrates the Difficulty for Fashion Wholesalers and Retailers Accused of Copyright Infringement to Dismiss Cases Before Trial
(c) 2012. Shanen R. Prout. All rights reserved. On April 9, 2012, the United States Court of Appeals for the Ninth Circuit issued a decision in L.A. Printex Industries, Inc. v. Aeropostale, Inc., Case No. 10-56187, holding that the defendants Aeropostale, Inc. and...
The Ink Won’t Run, and Neither Will the Copyright: Copyright Protection of Tattoos
(c) 2013. Shanen R. Prout. All rights reserved. In property law there are many rights that “run” with the property, which is to say that whoever possesses or owns the property holds those rights. As the property changes hands, these rights “run” from the seller to...