California Corporate & Securities Law

Yesterday, the Securities and Exchange Commission adopted final rules for the disclosure of payments by "resource extraction issuers".  These rules implement Section 13(q) of the Securities Exchange Act of 1934. Section 13(q) was added by the...

"Gather ye Rose-buds while ye may"

The Nasdaq Stock Market LLC made headlines earlier this month by proposing amendments to its listing rules with a goal of promoting board of directors diversity. If approved by the Securities and Exchange Commission, Nasdaq will, among other things,...

Last Friday, Oracle Corporation disclosed in a Form 10-Q that it was moving its principal executive offices to Austin, Texas.  The disclosure appeared under "Item 5 - Other Information":

In 2017, the U.S. Supreme Court held that disgorgement in an SEC enforcement action is subject to the five-year limitations period in 28 U.S.C. § 2462 that applies to an "action, suit or proceeding for the enforcement of a civil fine, penalty or...

Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20).  Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of...

The United States federal courts are courts of limited jurisdiction.  Therefore, it is not always possible to make a "federal case" out of claim, even when issues of federal law may be involved. 

Under California's famous Proposition 13, a change in ownership of real property triggers a reappraisal and reassessment of the property for property tax purposes.  Section 60 of the Revenue & Taxation Code defines a "change in ownership" as "a...

Anyone drafting a legal document will at some time or another have to deal with the problem that English personal pronouns refer to the perceived biological gender of its referent. Historically, attorneys tended to use male personal pronouns...