California Corporate & Securities Law

Last month, the White House issued this fact sheet concerning two executive orders intended "to improve the transparency and fairness of government agencies and ensure that they are held accountable".  The fact sheet describes the "Transparency and...

California courts will generally give effect to a mandatory forum selection clause unless enforcement would be unreasonable or unfair, and the party opposing enforcement of the clause ordinarily bears the burden of proving why it should not be...

In an all too familiar story, an insurance company's managing agent was tricked into transferring nearly $2 million into the fraudster's account at Wells Fargo Bank.  The plaintiffs then sued the bank alleging that after receiving actual knowledge of...

Rugger Investment Group LLC contracted to sell an airplane to Magic Carpet Ride, LLC (MCR). Rugger deposited a lien release into escrow 8 days late. MCR succeeded in obtaining summary judgment on its breach of contract claim. The Court of Appeal...

The qualification requirement of the California Corporate Securities Law of 1968 applies to offers and sales of securities in this state. Cal. Corp. Code § 25110. An offer or sale is made "in this state" if any one or more of the following events...

October 31 is the original date on which Nevada Day was celebrated. In 1999, however, the Nevada legislature made the unfortunate and ahistoric decision to move the celebration to the last Friday of October. NRS 236.015(1). In fact, Nevada was...

Yesterday's post noted that Section 25400(d) was modeled on Section 9(a)(4) of the Securities Exchange Act of 1934.  Federal courts have stated that Section 9(a)(4) is violated when there is a:

The liability provisions of California's Corporate Securities Law of 1968 are largely copied from the liability provisions of the federal securities laws. Among these "borrowed" provisions are Sections 25400/2500 which parallel Section 9 of the...

The Securities and Exchange Commission has proposed to modernize Regulation S-K Items 101, 103, and 105. The comment period for this proposal closes today. The Corporations Committee of the Business Law Section of the California Lawyers Association...