California Corporate & Securities Law

In an opinion handed down yesterday, the Fourth District Court of Appeal upheld an "oral" stock option agreement.  Maughan v. Correia, Cal. Ct. of Appeal Case No. D058957 (Oct. 24, 2012). The case arose from a fight between a brother and sister over...

I was very surprised to read this morning that an Italian court had convicted seven scientists of failing to provide a warning of an earthquake that tragically killed more than 300 people.  See "Italy Orders Jail Terms for 7 Who Didn’t Warn of Deadly...

A year ago, I discussed the question of whether an issuer could prevent unauthorized trading in options with respect to its own securities.  See "Options Trading Without the Issuer's Consent". In fact, one issuer tried, without success, to stop...

John Milton is one of my favorite writers.  In his influential defense of freedom of speech, Areopagitica, he linked liberty to the right to complain about the government:

Last Spring, I wrote that the California Public Employees Retirement System was considering adoption of regulations governing personal trading by members of its Board of Administration and employees. These regulations are still under consideration....

As lawyers, we are used to citing earlier decisions as precedent. Thus, we might expect that the Department of Corporations is free to rely on its earlier administrative decisions as precedent. Surprisingly, this is not the case. In fact, the...

I was not the only one who was perturbed by the Investor Advisory Committee's procedures for considering the Securities and Exchange Commission's proposed rulemaking to lift the ban on general solicitation and Advertising in Rule 506 offerings....

One of the seemingly routine matters at stockholder meetings is the opening and closing of the polls.  Sometimes, votes are close and the outcome of a vote may turn on whether the polls are closed "early" or "late".  For a real-life example, see In re...

Last Friday, I lamented the inadequacy of the notice given by the Investor Advisory Committee for the Securities and Exchange Commission. Not only was notice very short - three days; it requested comments on materials unavailable to the public - the...