California Corporate & Securities Law

Recently, I proposed that it may be a Sisyphean job to get courts to recognize that a limited liability company is not a limited liability corporation much less a corporation. Judicial confusion over nomenclature has been a favorite topic of...

A recent ruling by U.S. District Court Judge Cynthia Bashant reminds us that when it comes to securities fraud claims, a plaintiff is generally required to have either bought or sold a security.  Melcher v. Fried, 2018 U.S. Dist. LEXIS 89353. 

Last week, President Donald Trump intimated that he may pardon Martha Stewart who was famously convicted and served time in prison for obstruction of justice. Ms. Stewart's notorious conviction arose out of an insider trading investigation of her...

Professor Joshua Fershee has been fighting the good fight on limited liability company nomenclature, but I fear that he is losing. For example, the following appeared in a recent U.S. Magistrate's ruling denying a plaintiff's application to serve a...

NantKwest, Inc. describes itself as "a pioneering clinical-stage immunotherapy biotechnology company headquartered in San Diego, California with certain operations in Culver City and El Segundo, California and Woburn, Massachusetts". It also happens...

The offer and sale of securities in California must be qualified unless the securities or transaction is exempt.  Corporations Code Section 25100(b) exempts any security "issued or guaranteed . . . by any other foreign government with which the...

Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps. This raised the question of whether the cards and stamps might be considered a security under the Supreme Court's definition of...

While the Securities and Exchange Commission requires disclosure of the ages of directors (Item 401(a), Regulation S-K), it does not impose any age limitations on directors. Nonetheless, many public companies have adopted mandatory retirement age...