California Corporations Code Section 300(a) declares that "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board." Does this mean that the board of directors...
Recent Posts
Tuesday's post took note of a recent study authored by Sunwoo Hwang and Professors AnilShivdasaniandElena Simintzi at the University of North Carolina's Kenan-Flagler Business School. They found that California's enactment of SB 826 imposing...
Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements:
Last Friday's post concerned liability under Section 12(a) of the Securities Act of 1933. As noted in the post, Section 12(a)(2), unlike Section 12(a)(1), is an antifraud statute. It imposes liability on any person who:
I recently covered liability under Sections 11 and 12 of the Securities Act of 1933 in the securities regulation course that I am teaching at the University of California, Irvine School of Law. Thus, I was interested to read a recent ruling by U.S....
The Office of Information and Regulatory Affairs recently published a report on the fiscal 2018 results of President Trump's Executive Order 13771 (Jan. 30, 2017) requiring federal agencies and departments to, among other things, eliminate two...
Twenty years ago, limited liability companies were a novelty. Today, they are common, but courts often conflate LLCs with corporations by referring to "limited liability corporations". For example, the Court of Appeal in Hotels Nevada, LLC v. Bridge...
Although much of Nevada is unfenced open range (see yesterday's post), that doesn't mean that the state treats the responsibility of gatekeepers lightly. More than a century ago, Assemblymember Thomas Hagar introduced legislation criminalizing the...
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