California Corporate & Securities Law

I have long advocated for a federal statutory definition of insider trading because I believe that the current approach has been for the courts to convict first and then explicate the theory supporting the conviction in a later appellate opinion. As...

No more "takin' sick when nobody knows the cure"?

Last week, Senator Jones took the first step in the creation of a remedy for what heretofore had been irremediable (a "pair and snare" of "irredeemable"?).  If enacted, SB 870 will  authorize otherwise...

Section 11 of the Securities Act is an anti-fraud statute. Like its Exchange Act cousin, Section 10(b), Section 11 requires (i) an omission or misrepresentation, and (2) that the omission or misrepresentation be material, that is, it would have...

It seems that there are now podcasts for every taste and interest.  Earlier this month, the North American Securities Administrators Association announced the introduction of Real Life Regulators a podcast series that brings "true crime stories...

In Edwards v. Arthur Andersen LLP, 44 Cal. 4th 937 (2008), the California Supreme Court held that covenants not to compete were "invalid under section 16600 in California, even if narrowly drawn, unless they fall within the applicable statutory...

California's new law, AB 5, broadens the definition of "employee" by adopting the so-called A-B-C test for employment status.  Recently, I commented on the possible ramifications of classification of outside directors as employees. AB 5 is rife with...

The Securities and Exchange Commission provides links to various federal securities laws, including the following:

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons. Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent. In determining independence,...

Known for the elegance of his Latin, French humanist Marc Antoine Muret observed "que Graece Latineque sciat, is, quocunque terrarum venerit, apud plerosque admirationi erit (and whoever knows Greek or Latin, wherever in the world she shall go, will...