California Corporate & Securities Law

When a shareholder sues corporate officers and directors, she must decide whether to bring a direct action (which may be a class action) or a derivative suit. The consequence of making the wrong decision may be dismissal of the shareholder's suit as...

Last week, a group of ten eminent academics filed this petition asking the Securities and Exchange Commission to develop rules requiring public companies to disclose to shareholders the use of corporate resources for political activities. I believe...

California Business and Professions Code Section 16600 provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void."  As discussed in this legal alert, the...

Corporations Code Section 25400 is California's anti-market manipulation statute. The statute copied clauses (1) through (5) of Section 9(a) of the Securities Exchange Act of 1934 and declares unlawful specified actions intended to affect the market...

Yesterday, I wrote about Professor Rebecca File’s article analyzing the merits of cooperation. Although she concluded that self-initiated investigations increased the risk of an SEC sanction, she also found that penalties are lower when an issuer...

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....