If your company offers stock options to employees, you'll be interested in this case
In Grove v. Juul Labs, Inc., a man was employed at Juul Labs, Inc., a Delaware corporation that was headquartered in San Francisco. He received options to acquire the company’s shares via a stock option agreement. The options could only be exercised under an exercise agreement, which had a provision stating that Delaware courts had exclusive jurisdiction to enforce the terms. Both were standard-form agreements.
The employee stopped working for Juul in late 2017 and exercised options to acquire 5,000 shares in 2018. In 2019, he demanded inspection of the company’s books and records under s. 1601 of the California Corporations Code.
Juul refused to make its books and records available to him. On Jan. 6, 2020, Juul filed an action seeking the following declarations and reliefs from a Delaware court:
- Delaware law governed the former employee’s inspection rights;
- The ex-employee waived his inspection rights via contract and was prohibited from asserting such rights under California law.
The next day, at a California court, the former employee brought a shareholder class action and a derivative complaint for damages and injunctive relief. His amended complaint alleged that he made a proper demand for inspection and that Juul violated s. 1601 by rejecting the demand.
In June 2020, Juul filed a motion to stay the California action under s. 410.30 of California’s Code of Civil Procedure. The...
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https://www.hcamag.com/us/specialization/employment-law/california-court-rule...