California Corporate & Securities Law

In Scandinavia, December 13 is celebrated as St. Lucia's day. I my wife's family, this means the oldest daughter dressing in a white gown with a red ribbon, wearing a crown of candles (electric) and bringing a tray of saffron buns and coffee....

Some issuers prefer not to issue actual shares to their employees but want their employees to share in any appreciation in the value of their shares. A phantom stock plan is one way to achieve this result. Of course, their are tax (including IRC §...

The Supreme Court heard oral arguments in Janus Capital Group, Inc. v. First Derivatives Traders on Tuesday.  You can read the transcript here.  The SCOTUSblog posts transcripts of oral arguments. If you are not up to reading the entire transcript,...

I know that the practice of law requires a bit of abstract thinking. However, sometimes this abstract thinking takes a sharp turn into the metaphysical, if not the absurd. One such example is the SEC Staff's Compliance and Disclosure Interpretation...

Recently, I've been writing about Section 25501.5 of the California Corporations Code, which was added to the Corporate Securities Law of 1968 by AB 2167 (Correa). That wasn't the only statutory change effected by AB 2167, however. AB 2167 also...

In this September post, I compared the petitioner's arguments in Janus Capital Group, Inc.v. First Derivative Traders to the Arian controversy debated at the Council of Nicaea. Today, the Supreme Court will hear oral arguments on the case. If you...

I’ve received several responses to my post last week concerning the meaning of California Corporations Code Section 25501.5.  Alan Parness, Chairman of the ABA Business Law Section’s Committee on State Regulation of Securities, observes that the...

This morning, the California Department of Corporations issued this Invitation For Comments with respect to its investment adviser rules.  The Department had proposed an "omnibus" revision to its investment adviser regulations way back in 2007....

In 2004, the California Legislature added Section 25501.5 to the Corporate Securities Law of 1968.  Ever since then, I've been asked "What do it mean?"