A few years back, I criticized the amendment of California Corporations Code Section 25401 to conform to Rule 10b-5 under the Securities Exchange Act of 1934. See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against...
Recent Posts
Last week, I cautioned the students in my Securities Regulation class that while it can be helpful to review the SEC filings of other registrants, one should never assume that they are correct. A few days later, I noticed that the following...
"Nothing but blue skies From now on"
Over three years ago, I wrote that California's Office of Administrative Hearings had requested the California Attorney General provide an opinion answering the following question:
Until this month, incorporators of Nevada corporations were required to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the corporation...
UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981). He concludes:
The right to a jury trial in criminal cases is guaranteed by the Sixth Amendment to the U.S. Constitution and by Article I, Section 16 of the California Constitution. Implicit in the requirement of a jury is the idea that the jurors will exercise...
Yesterday, I discussed the recent hack of the Securities and Exchange Systems' electronic filing and retrieval system commonly referred to as EDGAR. In a written statement disclosing the hack, Chairman Jay Clayton speculated that the incident may...
SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity:
