California Corporate & Securities Law

Last January, I wrote about one plaintiff's unsuccessful attempt to pursue claims against the maker of Fancy Feast cat food for failure to disclose the alleged use of forced labor.  Barber v. Nestlé USA, Inc., 2015 U.S. Dist. LEXIS 170608 (C.D. Cal....

If you're interested in California's usury law, you have to look in several places: the Constitution, uncodified initiative measures, codes and case law. When Woodrow Wilson was occupying the White House, the people of California approved a series...

In yesterday's post, I commented on a recent ruling by former Vice Chancellor John W. Noble to the effect that "Delaware disclosure law which generally does not require disclosures to shareholders unless shareholder action is sought".  The Ravenswood...

Francis Pileggi in his Delaware Corporate & Commercial Litigation Blog recently wrote that there is no per se duty on the part of a closely held company to disclose financial statements .  In The Ravenswood Investment Company, L.P. v. Winmill & Co....

The California Corporate Securities Law has long declared a number of manipulative devices to be unlawful.  See Cal. Corp. Code § 25400.  Now, a California legislator wants to add to the list.  As amended last week, SB 726 (Hueso) would insert a new...

While watching the NCAA tournament, I sat through several replays of this Allstate commercial featuring an anthropomorphized mayhem. The advertisement is one of a series featuring actor Dean Winters as the cause of all manner of "mayhem". Although...

Today, the California State Bar becomes subject to the Bagley-Keene Open Meeting Act (Cal. Gov't Gov't Code § 11120 et seq. ). The Bagley-Keene Act generally requires multimember state bodies to provide public notice of their meetings, prepare...

I often hear it said that Delaware has a modern corporate law.  In reading a recently filed proxy statement, for example, I came across the following assertion:

I often hear lawyers say something along the lines of "We need to find an exemption from the California Corporate Securities Law because one of the investors is a citizen of California". The citizenship or residency of a purchaser, however, doesn't...