California Corporate & Securities Law

Last week, I noted that Judge Gorsuch has expressed a certain skepticism of Chevron deference. The next day, the Ninth Circuit Court of Appeals held that the Securities and Exchange Commission's interpretation of Section 19(d)(2) of the Securities...

Justice Kenneth R. Yegan clearly and concisely frames the question in Western Surety Co. v. La Cumbre Office Partners, LLC, 2017 Cal. App. LEXIS 77 (2017):

I think it is beyond peradventure that a state enjoys personal jurisdiction over corporations incorporated within that state. What about the personal jurisdiction over the corporation's directors and officers? That was the question addressed by U.S....

A New York state of mind, but California dreaming

The list of instruments and interests included within the definition of a "security" in California Corporations Code Section 25019 is long. A franchise, however, is not to be found amongst the named. In fact, the statute specifically excludes a...

In December of last year, I wrote about how the Securities and Exchange Commission's Resource Extraction Rule might meet an untimely end.  See There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule (Dec. 14, 2016). The rule, Rule...

Imagine how frustrated you would be if you sued someone and the defendant responded by demanding that you advance his legal expenses in defending your lawsuit.  The plaintiff in Allergia, Inc. v. Bouboulis, 2017 U.S. Dist. LEXIS 7759 (S.D. Cal. Jan....

 "Not since Clytemnestra and Agamemnon has there been such a mismatch."

I've devoted several posts to how California's General Corporation Law deals with fractional shares. Nevada's approach to fractional shares is somewhat different. For example, Nevada permits rounding up to a full share in all cases. NRS...