California Corporate & Securities Law

The last ten years might be called the decade of self criticism. In 2001, the Securities and Exchange Commission dangled a formal carrot of leniency for firms that "promptly, completely, and effectively disclosed the existence of the misconduct to...

I recently came across this post by Professor Orin Kerr at The George Washington University School of Law reporting that Harvard Law School examinations since 1871 are available online.  Since I've been reading Melvin Urofsky's Louis D. Brandeis: A...

Suppose that you sue a limited liability company to enforce a note and win your case. You also sue the sole owner of the LLC for fraud, but the court is not persuaded. Now, you have a judgement against the LLC but would really like to add the sole...

A year ago, I wrote this post discussing the Court of Appeal's decision in Wolf v. CDS Devco, 185 Cal.App.4th 903 (2010). In that case, a director was removed shortly after filing an inspection demand pursuant to Corporations Code Section 1602....

In this May 10, 2011 post, I wrote that U.S. District Court Judge Jeffrey S. White had ruled that privity is required under Section 25500. Louisiana Pacific Corp. v. Money Mkt. 1 Institutional Inv. Dealer, Fed. Sec. L. Rep. (CCH) P96,262 (March 28,...

It's a good situation when you can make the rules for everyone else but immunize yourself from those same rules.

Last week, I wrote about the D.C. Circuit Court of Appeal's decision in Business Roundtable v. SEC which vacated Rule 14a-11. Obviously, the decision was a victory for the Business Roundtable and the Chamber of Commerce and a stinging loss for the...

Today, the United States District Court of Appeals issued its opinion in the challenge to Rule 14a-11 by the Business Roundtable and Chamber of Commerce. The Court of Appeals vacated the rule finding that the Securities and Exchange Commission acted...