Salamon v. Orchid Global, Inc.

Filed 7/31/26 CERTIFIED FOR PUBLICATION IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA FIRST APPELLATE DISTRICT DIVISION TWO DAVID SALAMON, Plaintiff and Appellant, A173959 v. ORCHID GLOBAL, INC., (City & County of San Francisco Super. Ct. No. CPF25519071) Defendant and Respondent. David Salamon, a shareholder of Orchid Global, Inc. (Orchid), filed in the San Francisco Superior Court a petition for a writ of mandate to compel Orchid to allow him to inspect its corporate records pursuant to Corporations Code sections 1600 and 1601.1 Orchid moved to stay the proceedings based on a forum selection clause in its bylaws designating Delaware as the exclusive forum for any action asserting a claim against it “governed by the internal affairs doctrine.” The trial court granted the motion, and Salamon appeals. He argues the trial court erred in (1) finding the forum selection clause covered his claims under sections 1600 and 1601 and (2) rejecting his assertion that the clause was unenforceable as against public policy. We disagree with the first point, but agree with the second. Accordingly, we reverse the order granting Orchid’s motion to stay. 1 Undesignated statutory references that follow are to the Corporations Code. 1  BACKGROUND The Facts2 Orchid and its subsidiary, Orchid Labs, Inc., are Delaware corporations with their principal places of business in San Francisco. Orchid Labs, Inc. is a software provider. Salamon is a California resident, and was a contractor for Orchid from 2017 to 2019. He has held 11.11% of Orchid’s outstanding voting shares since 2019. In December 2024, Orchid offered to purchase all of Salamon’s shares for $1,372.880. On April 1, 2025, Salamon’s counsel sent a letter to Orchid’s counsel requesting to inspect the following documents pursuant to sections 1600 and 16013: “1. The record of the names and addresses of all shareholders and the number of shares held by each; “2. All minutes of meetings of the shareholders, Board of Directors, and/or committees of the Board for the past five years; “3. All quarterly and annual financial statements of the Company 2 The facts are taken from the petition, its attached exhibits, and the declarations and exhibits attached to the parties’ papers in connection with the motion to stay. 3 Section 1600, subdivision (a) states in relevant part: “A shareholder . . . holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation . . . shall have an absolute right to . . . inspect and copy the record of shareholders’ names and addresses and shareholdings . . . .” And section 1601, subdivision (a) states in relevant part: “The accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation . . . shall be open to inspection at the corporation’s principal office in California . . . for a purpose reasonably related to the holder’s interests as a shareholder . . . .” 2 and its subsidiaries, including income statements, balance sheets, and cash flow statements for the past five years; “4. All financial audits of the Company and its subsidiaries prepared by an independent auditing firm for the past five years; “5. Copies of the federal and state income tax returns for the Company and its subsidiaries, including all supporting schedules, for the past five years; “6. The current Certificate of Incorporation and Bylaws of the Company and its subsidiaries and any amendments thereto; “7. Documents sufficient to show the terms and status of any off balance sheet loans made by the Company or any of its subsidiaries; “8. Documents sufficient to show the terms and status of any loans the Company or any of its subsidiaries made to any Board member; “9. Documents sufficient to show the Company’s accounting of OXT[4] owned by, or held in the treasury of, the Company or any of its subsidiaries; “10. All documents referring or relating to complaints that Orchid Labs, Inc. violates state and/or federal gambling laws; and “11. All communications of any Board member discussing whether Orchid Labs, Inc. violates state and/or federal gambling laws.” In the letter, Salamon’s counsel explained that Salamon was seeking these records “for the following reasons: (1) to confirm his respective ownership interest in the Company; (2) to determine the current and potential value of such interest; (3) to communicate with other shareholders; 4 OXT is Orchid’s token, which can be used to pay for the VPN services Orchid offers. A “VPN” in turn is a Virtual Private Network, which is a network that protects a user’s privacy by routing their internet connection through a secure server, making it appear as if the use is browsing from that server’s location rather than the user’s actual location. 3 and (4) to investigate mismanagement and breaches of fiduciary duties by the Company’s management.” In a letter dated April 10, Orchid’s counsel rejected Salamon’s request “in its entirety.” Counsel wrote: “the Company is a Delaware corporation and thus the Salamon Demand is void ab initio as it seeks to inspect and copy the Company’s books and records under an inapplicable California statute.” (Italics omitted.) Counsel further stated: “Separate and apart from the Salamon Demand being invalid under California law, under applicable Delaware law, a shareholder demand to inspect books and records must be for a ‘proper purpose.’ The Salamon Demand appears to be part of Mr. Salamon’s scheme to extort the Company to buy back his Company shares at an inflated price by leveraging bogus ‘illegal gambling’ allegations regarding Orchid’s nanopayment system.” According to Salamon, for the past five years he has not received any financial documents from Orchid and thus has not been able to evaluate the value of his shares. Procedural History On April 18, Salamon filed in the San Francisco Superior Court a petition for writ of mandate to compel Orchid to allow him to inspect and copy his requested records pursuant to sections 1600 and 1601. On May 30, Orchid filed in the Delaware Court of Chancery a complaint “for declaratory relief to enforce its rights under Section 220 of the Delaware General Corporation Law” (hereafter, Delaware action). Orchid sought a declaration that “Delaware law (not California law) governs the rights (if any) of minority shareholder Salamon to inspect Orchid’s books and records, and that Orchid is not obligated to make its books and records available to Salamon for inspection pursuant to” sections 1600 and 1601. On that same day, Orchid filed in the superior court a motion to stay 4 the proceedings based on a forum selection clause in its bylaws. That bylaw states in relevant part: “Forum. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for . . . any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.” Orchid argued that “under both California and Delaware law, Salamon’s right to inspect Orchid’s books and records is an internal affair that is governed by the internal affairs doctrine. That places this dispute squarely under the mandatory forum selection clause under Orchid’s Bylaws.” Orchid asserted that the trial court thus “should stay this action . . . . during the pendency of the Delaware [action].” Salamon opposed the motion. He did not dispute Orchid’s assertion that the forum selection clause was “mandatory,” but argued that “the forum selection clause does not cover this dispute.” He maintained that contrary to Orchid’s contention, California law “hold[s] that a shareholder inspection demand . . . does not implicate the internal affairs of a Delaware corporation operating in California.” Alternatively, Salamon argued that “[e]ven if the forum selection clause applies,” it is “unenforceable because it violates public policy.” He asserted that a shareholder’s right to inspect corporate records is “unwaivable” under sections 1600 and 1601, and that he would be deprived of such right if the forum selection clause were enforced. (See § 1600, subd. (d) [“ ‘The rights provided in this section may not be limited by the articles or bylaws’ ”]; § 1601, subd. (b) [“ ‘The right of the shareholders to inspect the corporate records may not be limited by the articles or bylaws.’ ”].) Orchid filed a reply to the opposition. It reasserted that Delaware law, 5 not California law, governed the interpretation of the forum selection clause and, in any event, both Delaware and California law hold that a shareholder’s right to inspect records is an “internal affair.” Thus, Orchid maintained that the forum selection clause covered Salamon’s inspection request. Additionally, Orchid disagreed that enforcing the forum selection clause would violate public policy. “To the contrary,” Orchid asserted, since “Salamon has a clear avenue to seek inspection of the books and records of Orchid” under section 220 of the Delaware Code. On July 9, the court conducted a hearing on the motion, prior to which it issued a tentative ruling granting the motion. During the hearing, the court observed that neither party had addressed the question of whether Delaware law or California law governs the interpretation of a forum selection clause in the bylaws of the Delaware corporation. The court stated that question was “dispositive,” and asked Salamon’s counsel, “What law governs how I interpret that forum selection clause?” Salamon’s counsel stated (incorrectly) that “the bylaws say that Delaware law applies.5 Counsel proceeded to argue that “the Court has to interpret California Corporations Code 1600, and so that should be decided under California law whether that involves and invokes the Internal Affairs Doctrine.” The parties also addressed Salamon’s argument that the forum selection clause was unenforceable as contrary to California public policy. Salamon’s counsel argued that Salamon “would lose unwaiveable [sic] rights” if the forum selection clause were enforced “because there are critical differences between a shareholder inspection demand made under California Corporations Code 1600 and Section 220 of Delaware [Code].” Counsel asserted that the former “provides broader inspection rights” and the latter 5 In fact, the bylaws contain no choice-of-law provision. 6 “is narrower”; thus, “if [Salamon is] forced to make an inspection demand under Delaware law, he will lose valuable protections under California law and will be severely limited in the financial information that he can seek.” At the conclusion of the hearing, the court adopted its tentative ruling as its final order. On July 11, the court filed its written order granting Orchid’s motion to stay. In the order, the court first assessed, as a matter of contract interpretation, whether Salamon’s inspection demand was covered by the forum selection clause. The court determined that Delaware law governed the interpretation of that clause. As to whether a shareholder’s inspection request constituted a matter concerning a corporation’s “internal affairs” within the meaning of the clause, the court noted that Delaware law answered that question in the affirmative. The court added that in any event, “California law is in accord.” Accordingly, the court concluded that the forum selection clause covered Salamon’s claims. The court turned to, and rejected, Salamon’s argument “that the court should not enforce the forum selection clause because it would vitiate his unwaiveable [sic] right as a California resident shareholder to inspect Orchid’s books.” The court explained: “Salamon cites two public policies,” one of which was “his unwaiveable [sic] right as a shareholder to inspect Orchid’s books under Corporations Code 1601. . . . Delaware law allows for inspection rights of the corporation's books by ‘any shareholder’ who demands it, provided the shareholder articulates a ‘proper purpose.’ (Del. Code Ann. tit. 8, § 220 . . . .) The Delaware Court of Chancery . . . recognizes that a shareholder’s desire to inspect corporate books to value his shares is a proper purpose. (Woods Trustee v. Sahara Ents., Inc. (Del. Ct. Ch. 2020) 238 A.3d 879, 891 . . . .) That is the purpose Salamon recites here. . . . The court 7 therefore concludes that enforcing the forum-selection clause does not offend California public policy.” This appeal followed. While the appeal was pending, on November 6, Salamon filed in this court, and we granted, an unopposed request for judicial notice of several filings in the Delaware action: his motion to dismiss the action for lack of personal jurisdiction over him; his accompanying affidavit; Orchid’s opposition to the motion; his reply; and his supplemental affidavit. Salamon subsequently filed two additional unopposed requests for judicial notice. One sought judicial notice of the transcript of the hearing on his motion to dismiss in the Delaware action. The other sought judicial notice of the Delaware Court of Chancery’s memorandum opinion and order granting the motion to dismiss on the ground that Orchid lacked personal jurisdiction over Salamon.6 We deferred ruling on these requests for judicial notice pending consideration of the merits of this appeal. We now grant both requests. (See Evid. Code, §§ 452, subd. (d), 459.) DISCUSSION Salamon argues the trial court erred in (1) determining that his claims in this action fell within the scope of the forum selection clause, and (2) rejecting his contention that applying the forum selection clause would be 6 The Delaware court concluded that Orchid failed to make a prima facie showing of personal jurisdiction over Salamon because it failed to demonstrate Salamon expressly or impliedly consented to such jurisdiction. The court noted that stock ownership alone is insufficient to establish personal jurisdiction. It also rejected Orchid’s reliance on the forum selection clause as a basis to find personal jurisdiction, noting that the clause plainly applies only to an “action asserting a claim against the corporation” and that the Delaware action “is the opposite: a declaratory action brought by the corporation against a minority stockholder.” 8 unenforceable as against public policy. We disagree with Salamon’s first argument, but agree with the second. General Legal Principles and Standard of Review Code of Civil Procedure section 410.30, subdivision (a) permits a court to stay or dismiss an action when the court finds that “in the interest of substantial justice an action should be heard in a forum outside this state.” That section provides a statutory mechanism for the application of the doctrine of forum non conveniens. (Stangvik v. Shiley Inc. (1991) 54 Cal.3d 744, 749–750.) A mandatory forum selection clause such as the one in this case is presumed valid and will be enforced unless enforcement of the clause would be unreasonable under the circumstances of the case. (Smith, Valentino & Smith, Inc. v. Superior Court (1976) 17 Cal.3d 491, 496.) “ ‘ “Mere inconvenience or additional expense is not the test of unreasonableness” ’ for a mandatory forum selection clause.” (Berg v. MTC Electronics Technologies Co. (1998) 61 Cal.App.4th 349, 359.) “A clause is reasonable if it has a logical connection with at least one of the parties or their transaction.” (Verdugo v. Alliantgroup, L.P. (2015) 237 Cal.App.4th 141, 147 (Verdugo).) Nonetheless, as explained in more detail below, “ ‘California courts will refuse to defer to the selected forum if to do so would substantially diminish the rights of California residents in a way that violates our state’s public policy.’ ” (Verdugo, supra, 237 Cal.App.4th at p. 147, quoting America Online, Inc. v. Superior Court (2001) 90 Cal.App.4th 1, 12 (America Online).) As recited above, the forum selection clause contained in Orchid’s bylaws states in pertinent part: “the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for . . . any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine.” 9  Salamon does not dispute that the forum selection clause is mandatory, but argues that it does not apply to his claims seeking to enforce his shareholder inspection rights under sections 1600 and 1601. Those claims, Salamon asserts, are not “governed by the internal affairs doctrine,” which is “a conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders—because otherwise a corporation could be faced with conflicting demands.” (Edgar v. MITE Corp. (1982) 457 U.S. 624, 645; accord, Grove v. Juul Labs, Inc. (2022) 77 Cal.App.5th 1081, 1087 [citing Edgar]; Juul Labs, Inc. v. Grove (Del.Ch. 2020) 238 A.3d 904, 914 (Juul) [same].) Salamon maintains that California courts have held that a shareholder’s demand to inspect corporate records does not qualify as an “internal affair” of a corporation, and that therefore his claims do not fall within the scope of the forum selection clause. As a threshold matter, Salamon fails to establish the premise of his argument, which is that California law governs the interpretation of the phrase “claim . . . governed by the internal affairs doctrine.” As discussed, the trial court determined that Delaware law applied. Salamon argues that “[t]he trial court erred in applying Delaware law to the application of the forum selection clause because doing so violates the anti-waiver provisions of . . . [sections] 1600 and 1601.” But in so arguing, Salamon conflates the interpretation of the forum selection clause with its enforceability. And as to the interpretation issue, we agree with Orchid that Salamon “simply assumes that California law should be used to interpret [the] mandatory forum selection clause,” as he “does not cite to any legal authority for this proposition” or otherwise “grapple with” the authorities upon which the trial 10 court relied to conclude “that Delaware law governs the applicability and scope of the forum selection clause.” A fundamental rule of appellate review is that an appealed judgment or order is presumed to be correct, and the burden is on the appellant to affirmatively demonstrate that the trial court committed error. (Jameson v. Desta (2018) 5 Cal.5th 594, 608–609.) This rule is the same even when the appellate court is required to conduct a de novo review. (See Reyes v. Kosha (1998) 65 Cal.App.4th 451, 466, fn. 6.) For the reasons Orchid states, Salamon has not met his burden to show the trial court erred in applying Delaware law to interpret the forum selection clause. Accordingly, we presume that conclusion was correct. Indeed, Salamon apparently concedes as much in his reply brief, stating, “In general, the law of the state of incorporation governs the interpretation of a corporation’s bylaws.” Therefore, we need not and do not address Salamon’s arguments interpreting the forum selection clause under California law. Turning to what Delaware law says on whether a shareholder’s demand to inspect corporate records is a matter governed by the internal affairs doctrine, the parties agree that the answer to that question is “yes.” (Juul, supra, 238 A.3d at p. 915 [“[s]tockholder inspection rights are a core matter of internal corporate affairs,” as “the ability of stockholders to access books and records [is] ‘an important part of the corporate governance landscape’ ”].) Applying that law to the forum selection clause here, we conclude the trial court correctly found that Salamon’s shareholder inspection demand is a “claim . . . against [Orchid] . . . governed by the internal affairs doctrine,” and, therefore, within the scope of the forum selection clause. 11  The Trial Court Erred in Enforcing the Forum Selection Clause Having concluded the forum selection clause applies to Salamon’s claims, we turn to the enforceability of the clause. Salamon argues “Enforcement of the Forum Selection Clause Violates Public Policy and [his] Unwaivable Statutory Rights Under [sections] 1600 and 1601.” This time, we agree with Salamon. Applicable Law Mandatory forum selection clauses such as the one in Orchid’s bylaws “ ‘typically will be enforced, absent a showing that enforcement of the forum selection clause would be unfair or unreasonable. [Citations.] “This favorable treatment is attributed to our law’s devotion to the concept of one’s free right to contract, and flows from the important practical effect such contractual rights have on commerce generally.” ’ ” (EpicentRx, Inc. v. Superior Court(2025) 18 Cal.5th 58, 74 (EpicentRx).) “One exception to this general rule of enforceability is grounded in public policy. California courts have held that ‘a forum selection clause will not be enforced if to do so would bring about a result contrary to the public policy of this state.’ ” (EpicentRx, supra, 18 Cal.5th at p. 74; accord, America Online, supra, 90 Cal.App.4th at p. 12 [“California courts will refuse to defer to the selected forum if to do so would substantially diminish the rights of California residents in a way that violates our state’s public policy”].) The Courts of Appeal have developed a framework for analyzing forum selection clauses that threaten a public policy of California. (EpicentRx, supra, 18 Cal.5th at p. 80, citing Verdugo, supra, 237 Cal.App.4th at p. 157; America Online, supra, 90 Cal.App.4th at p. 10; and Wimsatt v. Beverly Hills 12 Weight etc. Internat., Inc. (1995) 32 Cal.App.4th 1511, 1522 (Wimsatt).)7 Generally, the party opposing enforcement of a forum selection clause bears the burden of “ ‘ “ ‘show[ing] that its enforcement would be in violation of the settled public policy of this state.’ ” ’ ” (EpicentRx, supra, at p. 76.) If that party makes that showing in a case in which the public policy is “based on unwaivable rights created by California statutes,” the burden is reversed, and “the party seeking to enforce the forum selection clause bears the burden to show litigating the claims in the contractually designated forum ‘will not diminish in any way the substantive rights afforded . . . under California law.’ ” (Verdugo, at p. 147–148, citing America Online, at p. 10–11; Wimsatt, at pp. 1520–1524; accord EpicentRx, at p. 80.) A trio of Court of Appeal cases—Wimsatt, America Online, and Verdugo—are instructive. In Wimsatt, the plaintiffs were California franchisees who brought 7 Although EpicentRx noted and described this burden-shifting framework, it expressly declined to consider the merits of Wimsatt, America Online, or Verdugo. (See EpicentRx, supra, 18 Cal.App.5th at p. 71, fn. 3.) The issue on review in EpicentRx was whether the lower courts correctly declined enforcement of a forum selection clause on the basis that requiring the plaintiff to litigate its claims in the foreign forum would effectively deprive plaintiff of its right to a jury trial. (See EpicentRx, at pp. 67, 71–72.) Pending disposition in EpicentRx, the Supreme Court granted review of the same issue in Lathrop v. Thor Motor Coach, Inc. (2024) 105 Cal.App.5th 808 (review granted Jan. 15, 2025, S287893) (Lathrop). After EpicentRx was decided in July 2025, the Supreme Court in Lathrop ordered briefing on three issues including this one: “Where a party alleges that enforcement of a forum selection clause would result in a waiver of the party’s unwaivable statutory rights, what is the showing necessary to enforce (or avoid enforcement) of such a clause, and which party bears the burden of proof on the issue?” The parties completed briefing and the case is pending oral argument. Until the Supreme Court says otherwise, we will follow the burden-shifting framework developed by the Courts of Appeal. 13 claims under California’s Franchise Investment Law (FIL; § 31001 et seq.) against their franchisor. (Wimsatt, supra, 32 Cal.App.4th at p. 1513.) The FIL contains an anti-waiver provision voiding any contractual term purporting to require a franchisee to “waive compliance with any provision of this law or any rule or order hereunder.” (§ 31512.) Wimsatt explained that a forum selection clause (in favor of Virginia) “carrie[d] the potential to contravene this statute by placing litigation in a forum in which there is no guaranty that California’s franchise laws will be applied to a franchisee’s claims.” (Wimsatt, at p. 1520.) The court reasoned that in light of the Legislature’s “special solicitude for franchisees in their dealings with franchisors” and “the need to prevent the easy circumvention of the antiwaiver statute,” the usual burdens should be reversed. (Id. at pp. 1521– 1522.) Wimsatt held that in order to enforce the forum selection clause, the franchisor must show that “litigation in the contract forum will not diminish in any way the substantive rights afforded California franchisees under California law.” (Id. at p. 1522.) This special rule was needed, the court reasoned, to resolve “the problem of the interaction between a forum selection clause and certain specific protections enacted to benefit in-state investors” in this type of case. (Id. at p. 1523.) In America Online, a plaintiff brought a putative class action lawsuit against an internet service provider, including under California’s Consumers Legal Remedies Act (CLRA; Civ. Code, § 1750 et seq.). (America Online, supra, 90 Cal.App.4th at p. 5.) The CLRA specifically provides for the prosecution of class actions. (Civ. Code, §§ 1752, 1781.) The CLRA also expressly voids and renders unenforceable any purported waiver of rights under the CLRA as being contrary to California public policy. (Civ. Code, § 1751.) The plaintiff’s agreement with the provider contained a forum 14 selection clause and choice of law clause in favor of Virginia. (America Online, supra, 90 Cal.App.4th at p. 6.) This court held that these provisions ran afoul of the CLRA’s antiwaiver provision (Civ. Code, § 1751) because they “would necessitate a waiver of the statutory remedies of the CLRA, in violation of that law’s antiwaiver provision and California public policy.” (America Online, supra, 90 Cal.App.4th at p. 29.) Our conclusion was “reinforced” by comparing California’s and Virginia’s consumer protection laws. That comparison revealed that “Virginia’s law provides significantly less consumer protection to its citizens than California law provides for our own,” because Virginia law did not authorize class actions, allowed only limited injunctive relief, and did not allow enhanced remedies for disabled and senior consumers, or punitive damages. (Id. at pp. 15–17.) We thus concluded that the rights of the plaintiff and class members “would be substantially diminished if they are required to litigate in Virginia.” (Id. at p. 5.) Verdugo, in turn, involved a plaintiff who brought wage and hour claims under the Labor Code against her employer. (Verdugo, supra, 237 Cal.App.4th at p. 144.) An employment agreement included a forum selection clause and choice of law clause in favor of Texas. (Id. at p. 146.) On appeal from the grant of the employer’s motion to stay based on those clauses, the Verdugo court discussed the burden-shifting framework developed in Wimsatt and America Online. (Verdugo, at pp. 148–153.) Verdugo then offered guidance on how a defendant can meet its burden. It noted that America Online, “did not address how a defendant could show enforcing a forum selection clause would not diminish a plaintiff’s unwaivable statutory rights.” (Verdugo, at p. 157.) And while America Online did not hold that conducting a comparison between California’s law and those of the foreign jurisdiction 15 was required, “it nonetheless conducted an extensive comparison of California and Virginia law to ‘reinforce[ ]’ its conclusion enforcing the forum selection clause would diminish the plaintiffs’ statutory rights.” (Verdugo, at p. 157, citing America Online, at pp. 15–18.) Thus, Verdugo concluded that the defendant “may rely on a comparison of California and [the foreign jurisdiction] law to meet its burden.” (Verdugo, at p. 158.) To sum it up, Verdugo stated: “a defendant seeking to enforce a mandatory forum selection clause bears the burden to show enforcement will not in any way diminish the plaintiff’s unwaivable statutory rights. By definition, this showing requires the defendant to compare the plaintiff’s rights if the clause is not enforced and the plaintiff’s rights if the clause is enforced. Indeed, a defendant can meet its burden only by showing the foreign forum provides the same or greater rights than California, or the foreign forum will apply California law on the claims at issue.” (Verdugo, supra, 237 Cal.App.4th at p. 157.) And so analyzed in Verdugo, the court held that the forum selection and choice of law clauses were unenforceable because “all of [the plaintiff’s] claims are based on her statutory rights under the Labor Code” (Verdugo, supra, 237 Cal.App.4th at p. 150), those rights are unwaivable (ibid., citing Lab. Code, § 219, subd. (a)), and defendant “fail[ed] to cite any Texas authority granting [the plaintiff] comparable remedies for the violation of these rights” (Verdugo, at p. 161). Analysis Salamon argues that: (1) his claims are based on statutory rights that the Legislature has declared unwaivable in section 1600, subdivision (d) and section 1601, subdivision (b); (2) these provisions embody California’s public policy to “provide California shareholders with the means to verify a corporation’s actions and to ensure that their interests were being protected”; 16 and (3) the potential of the forum selection clause in Orchid’s bylaws to impact his unwaivable rights placed the burden on Orchid to prove that enforcing the clause “ ‘will not diminish in any way the substantive rights afforded [him] under California law.’ ” Orchid concedes the first two points. We accept those concessions. First, we agree with the parties that a shareholder’s right to inspect corporate records under sections 1600 and 1601 are unwaivable. Both provisions expressly apply to any foreign corporation having its principal office in California, and thus to Orchid here. (§§ 1600, subd. (d), 1601, subd. (a)(1).) Section 1600 (granting shareholders the right to inspect the list of shareholders) states in subdivision (d) that “[t]he rights provided in this section” shareholder’s ability to inspect “may not be limited by the articles or bylaws.” (Italics added.) Section 1601 (granting the shareholders the right to inspect other corporate records) similarly states in subdivision (b) that the rights provided under that section “may not be limited” by a corporation’s bylaws. (Italics added.) We construe these provisions as voiding any purported limitation or waiver of the rights set forth therein. That sections 1600 and 1601 do not expressly prohibit a “waiver” or declare any of kind of agreement “void” does not alter our conclusion. Verdugo is instructive. The Labor Code provisions upon which Verdugo based her claims stated that the rights therein cannot “in any way be contravened or set aside by a private agreement.” (Verdugo, supra, 237 Cal.App.4th at p. 152.) The Verdugo court compared those provisions with the FIL provisions in Wimsatt and the CLRA provisions in America Online, which used the words “waiver” or “void” any attempt to “waive” the protections of those laws. (Verdugo, at pp. 151–152.) Although the Labor Code provisions in Verdugo did not contain similar language, the Verdugo 17 court stated the inclusion of such language “is irrelevant” and it “must look to the legal effect of those statutes.” (Id. at p. 152.) Verdugo concluded that the Labor Code sections “have the same legal effect as the antiwaiver provisions in the FIL and the CLRA.” (Verdugo, at p. 152.) We reach the same conclusion as to sections 1600 and 1601. (Accord, Friedman, Cal. Practice Guide: Corporations (The Rutter Group 2025) ¶¶ 6:503, 6:519 [“Although the Code does not expressly so provide, it seems clear that any [article or bylaw] purporting to [limit shareholders’ inspection rights] would be void as contrary to public policy”].) Second, we agree with the parties that the public policy embodied in sections 1600 and 1601 is to “provide California shareholders with the means to verify a corporation’s actions and to ensure that their interests were being protected.” The rationale for shareholder’s inspection rights is that “ ‘a stockholder has an interest in the assets and business of the corporation and that such inspection [of the books of the corporation] may be necessary or proper for the protection of his interest or for his information as to the condition of the corporation and the value of his interests therein.’ ” (Schnabel v. Superior Court (1993) 5 Cal.4th 704, 715–716.) The bill that enacted section 1600 et seq. was aimed at “improving the rights of shareholders” (Sen. Democratic Caucus, analysis of Assem. Bill No. 376 (1975–1976 Reg. Sess.)) and “enhanc[ing] the protections afforded investors in foreign corporations having the principal situs in California” (former Dept. of Corporations, Enrolled Bill Rep. on Assem. Bill No. 376 (1975–1976 Reg. Sess.) p. 7). The bill was enacted based in part on a concern about “certain business that have incorporated under foreign law apparently to escape the more rigorous substantive protections afforded under . . . California law.” (Id. at p. 5.) 18  This leads us to Salamon’s third point, that because his claims are based on unwaivable statutory rights, Orchid bore the burden to prove that “ ‘litigating the claims in [Delaware] “will not diminish in any way the substantive rights afforded . . . under California law.” ’ ” (Verdugo, supra, 237 Cal.App.4th at pp. 147–148.) Orchid does not address, let alone dispute, this. In any event, Salamon is correct that Orchid bore the burden of proof. (Ibid.) As to whether Orchid met that burden, Salamon argues that “Orchid made no showing—and could make no showing—that Delaware ‘provides the same or greater rights than California, or the [Delaware Court of Chancery] will apply California law on the claims at issue.’ ” While we agree with this argument for reasons later explained, the argument calls our attention to a more fundamental issue overlooked by the parties, which is whether the trial court required Orchid to carry its burden of proof in the first place. The record is unclear on this issue. In its order granting Orchid’s motion to stay, the court noted Salamon’s argument “that the court should not enforce the forum selection clause because it would vitiate his unwaiveable [sic] right as a California resident shareholder to inspect Orchid’s books.” The court quoted Verdugo, supra, 237 Cal.App.4th at page 147: “California courts will refuse to defer to the selected forum if to do so would substantially diminish the rights of California residents in a way that violates our state’s public policy.” The court then noted that “Salamon cites two public policies,” one of which was “his unwaivable right as a shareholder to inspect Orchid’s books under Corporations Code 1601.” As to that, the court wrote, “Delaware law allows for inspection rights of the corporation’s books by ‘any shareholder,’ ” and that Delaware case law “recognizes that a shareholder’s desire to inspect 19 corporate books to value his shares is a proper purpose,” which is “the purpose Salamon recites here.” Therefore, the court “conclude[d] that enforcing the forum-selection clause does not offend California public policy.” The court did not mention or suggest that when, as here, unwaivable rights are involved, the defendant has the burden to show litigating in a different forum will not diminish those rights if the forum selection clause were enforced. The court thus did not address whether Orchid had the burden and whether it met that burden. At the same time, however, the court did quote Verdugo, which sets forth the burden-shifting framework in a case involving unwaivable rights. Further, in Salamon’s opposition to the motion to stay, he described the burden-shifting framework set forth in Verdugo and similar cases, maintained that Orchid bore the burden of proof in this case, and argued that it failed to “meet its heavy burden of “showing enforcement of the forum selection clause will not diminish Salamon’s substantive rights under California law.” Based on this record, it is unclear whether the court required Orchid to show that litigating in Delaware would not diminish Salamon’s rights under California law. We must, however, resolve this ambiguity so as to support the trial court’s order. (See In re Eli B. (2022) 73 Cal.App.5th 1061, 1069; Winograd v. American Broadcasting Co. (1998) 68 Cal.App.4th 624, 631 [“[a] ruling by a trial court is presumed correct, and ambiguities are resolved in favor of affirmance”]; Lafayette Morehouse, Inc. v. Chronicle Publishing Co. (1995) 39 Cal.App.4th 1379, 1384 [only “[w]hen the record clearly demonstrates what the trial court did” will the reviewing court “not presume it did something different”]; see also McDermott Will & Emery LLP v. Superior Court (2017) 10 Cal.App.5th 1083, 1103 [“We presume the trial court knew and properly applied the law absent evidence to the contrary”].) Here, the record does not 20 clearly demonstrate that the trial court failed to consider whether Orchid met its burden to show litigating in Delaware would not diminish the Salamon’s unwaivable rights under section 1600 et seq. Accordingly, we presume that the court considered that question, and we infer from its ruling that it impliedly resolved that question in favor of Orchid. The question becomes whether the trial court erred in impliedly finding that Orchid met its burden to prove that litigating in a different forum will not diminish Salamon’s rights under California law. As noted, to meet that burden, Orchid had to show that a Delaware court would either (1) prov