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Checklist: Make Sure Employment Practices Comply with IRCA

Employers often find that ensuring compliance with the Immigration Reform and Control Act (IRCA) can be tricky. This handy checklist will help employers who are establishing their practices and will serve as a confirmation tool for those employers who believe they have a compliant practice. Continue reading

3 Keys to Structuring a Contract

Before you draft any of the provisions, you need to consider how you will structure the contract. In a nutshell, think about what to include, how to organize it, and ease of reading. Continue reading

Can a Drunk Person Enter Into a Contract?

People who are intoxicated often make bad decisions, including signing contracts they may regret when the hangover kicks in. Can they simply claim intoxication and get out of the deal? The short answer: maybe. Continue reading

10 Steps to Take Before Drafting a Contract

How can you streamline your contract drafting time and create a better document? Prepare. For all types of transactions, the time spent organizing and guiding the drafting and closing process will save actual drafting time and will help produce more accurate, understandable, effective, and comprehensive documents. Follow these ten steps for success in any business transaction.

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What to Include in a Fee Agreement for Forming a Corporation

If you represent clients in forming a California corporation, you should have a fee agreement that is specifically tailored for that type of work. Here are the necessary provisions to include. Continue reading

What Are Directors’ Fiduciary Duties When Selling Control of a Corporation?

In Delaware, courts impose the so-called Revlon duty, which can be described as the fiduciary duty to make reasonable efforts to obtain the highest sales price reasonably possible in view of the market for the company. This may even involve conducting a public auction for the company or at least a check of the market, depending on the circumstances, and agreements must include a so-called “fiduciary out” to allow the directors to accept a higher bid after the agreement has been signed by a would-be buyer. See Revlon Inc. v MacAndrews & Forbes Holdings, Inc. (Del 1985) 506 A2d 173; Omnicare, Inc. v NCS Healthcare, Inc. (Del 2003) 818 A2d 914. But, as Keith Paul Bishop notes in his recent blog post on California Corporate and Securities Law, “[d]espite its notoriety in Delaware, Revlon is nearly unknown in California jurisprudence.” Continue reading

How to Keep Contracts Out of Court (Part 2)

The key to keeping contracts out of the courtroom is drafting them well and making sure that they accurately capture the parties’ intent. In Part 1 of this post, we discussed five common contract drafting mistakes and how to avoid them. Here are five more. Continue reading

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