California Corporate & Securities Law

In a typical securities fraud action brought under Rule 10b-5, a private plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or...

Yesterday, the staffs of the North American Securities Administrators Association (NASAA) and the Securities and Exchange Commission (SEC) issued a statement describing the "opportunity zone" program created by the Tax Cuts and Jobs Act. The intent...

The Nevada legislature has gone a long way to insulate directors of Nevada corporations from liability.  Directors, however, are not entirely immune as was recently illustrated in Judge Barry Ted Moskowitz' recent ruling in Odyssey Reinsurance Co. v....

Attorneys often sign settlement agreements under the words "approved as to form" or "approved as to form and content". In signing the settlement agreement, an attorney may not expect to be bound by the settlement, but should she? That question was...

California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older Public Disclosure Act...

Section 800(b)(1) of the California Corporations Code imposes the following standing requirement for derivative lawsuits:

Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire. In general, the law permits this. Thus, a corporation that purchases the principal assets of another corporation, will not assume the seller’s...

California's gender quota law has attracted a lot of attention, including from at least one member of the Securities and Exchange Commission. At last month's annual conference of the Society for Corporate Governance, Commissioner Hester M. Peirce...