The Delaware Chancery Court has issued two recent opinions describing shareholder rights to inspect corporate books and records. Both cases center on Delaware General Corporation Law, Section 220, under which shareholders “have the right ... to inspect for any proper purpose … [t]he corporation's stock ledger, a list of its stockholders, and its other books and records[.]” 8 Del. C. § 220.Read More
A 2013 California Supreme Court case has brought about a sea change in how far parties can rely on their written agreements, with the repercussions playing out in real time.
The "parol evidence rule" provides that, when parties enter into a written contract intended to be the final expression of their agreement, they can't use extrinsic evidence (evidence outside the agreement, like prior or contemporaneous oral agreements or statements) to alter or add to it. This is why contracts commonly contain an “integration clause”, essentially saying this is the final and only expression of the parties’ agreement. Outside evidence can be used to clear up places where the contract is ambiguous--but it can’t contradict what’s in the agreement.Read More
Today, the California Supreme Court handed down its decision in one of the most-watched labor and employment cases of 2016. In its opinion in Augustus, et al. v. ABM Security Services, Inc., S224853 (December 22, 2016), the Court held that employers may not require employees to remain "on-call" during required rest periods. The decision, which reverses a Court of Appeal decision that was celebrated by many in the business community, may have enormous ramifications for California employers.Read More
In a unanimous decision that may have significant repercussions in the commercial real estate industry, the California Supreme Court held this week that real estate agents associated with brokers acting as dual agents owe the same fiduciary duties to both buyers and sellers as their brokers.Read More