California Corporate & Securities Law

Rugger Investment Group LLC contracted to sell an airplane to Magic Carpet Ride, LLC (MCR). Rugger deposited a lien release into escrow 8 days late. MCR succeeded in obtaining summary judgment on its breach of contract claim. The Court of Appeal...

The qualification requirement of the California Corporate Securities Law of 1968 applies to offers and sales of securities in this state. Cal. Corp. Code § 25110. An offer or sale is made "in this state" if any one or more of the following events...

October 31 is the original date on which Nevada Day was celebrated. In 1999, however, the Nevada legislature made the unfortunate and ahistoric decision to move the celebration to the last Friday of October. NRS 236.015(1). In fact, Nevada was...

Yesterday's post noted that Section 25400(d) was modeled on Section 9(a)(4) of the Securities Exchange Act of 1934.  Federal courts have stated that Section 9(a)(4) is violated when there is a:

The liability provisions of California's Corporate Securities Law of 1968 are largely copied from the liability provisions of the federal securities laws. Among these "borrowed" provisions are Sections 25400/2500 which parallel Section 9 of the...

The Securities and Exchange Commission has proposed to modernize Regulation S-K Items 101, 103, and 105. The comment period for this proposal closes today. The Corporations Committee of the Business Law Section of the California Lawyers Association...

"Oral" is derived from the Latin word, os, meaning mouth.  "'Oral' means spoken in the sense that the mouth is used to articulate words or sounds."  People v. Gonzalez, 2 Cal. 5th 1138, 1142 (2017). "Oral" is often confused with "verbal" which means...

The North American Securities Administrators Association (NASAA) is a century old organization that represents state and provincial securities regulators in Canada, Mexico and the United States. Although the states were first to regulate securities...

Chapter 22 of the California General Corporation Law is devoted to crimes and penalties. Some of these crimes are surprising. Section 2252, for example, imposes criminal liability on every person who "signs to any subscription or agreement the name...