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Employment offers from companies based in other states can include clauses that choose that state’s courts or laws for any dispute. California limits those clauses for people who live and work in the state, and the limit has an exception that matters for senior hires who negotiate with a lawyer. California Restricts Out-of-State Forum and […]

California voids most agreements that stop a person from working in a profession, trade, or business, so an executive handed a non-compete clause may assume it can never be enforced. The Business and Professions Code does include narrow exceptions, however, and two of them apply to people who own part of the business they run. […]

California Has Banned Non-Compete Clauses For Decades California has long and firmly prohibited non-compete agreements through Business and Professions Code Section 16600, which voids any contract restraining someone from engaging in a lawful profession, trade, or business of any kind whatsoever, in any industry or field. Unlike most other states, California courts have consistently refused […]

A Claim That Genuinely Requires More Than a Confidential Label Not every piece of information a company genuinely labels “confidential” actually qualifies as a protectable trade secret under California law, and this distinction genuinely matters when defending against a misappropriation claim. Understanding this framework matters considerably for anyone in San Diego facing accusations of trade […]

A Dispute That Genuinely Turns on What Was Actually Written Equity disputes between founders, executives, and companies genuinely tend to hinge on what actually appears in writing rather than what someone believed was informally promised. Understanding this framework matters considerably for anyone in San Diego facing a disagreement over ownership or vesting. Many executives and […]

An Agreement Founders Genuinely Regret Skipping Many founders genuinely begin a company on nothing more than a verbal understanding, only to discover months or years later that this informal arrangement actually failed to address genuinely important questions about ownership, control, and exit. Understanding this framework matters considerably for anyone in San Diego launching a new […]

A Federal Rule That Genuinely Punishes Small Timing Mistakes Section 409A of the Internal Revenue Code genuinely imposes some of the harshest tax penalties in the entire federal code for what often amounts to a relatively small drafting or timing error. Understanding this framework matters considerably for anyone in San Diego structuring or negotiating deferred […]

A Provision That Genuinely Protects Executives During Acquisitions A change in control provision genuinely protects an executive’s compensation and equity when a company actually gets acquired, merges, or undergoes another major ownership transition. Understanding this framework matters considerably for anyone in San Diego negotiating an executive employment agreement. Many executives genuinely assume their existing employment […]

An Agreement California Genuinely Refuses to Enforce California takes a genuinely different approach to non-compete agreements than almost every other state, treating these restrictions as void regardless of how narrowly an employer actually drafted the language. Understanding this framework matters considerably for anyone in San Diego working through an executive employment agreement. Many executives genuinely […]

California now regulates how employers use artificial intelligence to make workplace decisions, and the rules are more specific, and more consequential, than many startup founders realize. In the span of five months, two separate state agencies finalized regulations that together create a dual-track compliance regime for any company deploying AI in employment, operations, or consumer-facing […]