California Corporate & Securities Law

Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled. Notably, the SEC's orders did not use the words "false", "misleading"...

Over at The Mentor Blog, Broc Romanek recently addressed the question of whether minutes of an annual meeting must be signed.  Broc's post provides John Jenkins' answer under Delaware law.  For those interested in California law, I provided three...

Seven years ago, Professor Robert Jackson joined 9 other academics in petitioning the SEC to adopt a rule requiring disclosure of political spending. Professor Jackson is now an SEC Commissioner. Not surprisingly, Commissioner Jackson supports the...

The California Attorney General is the state's "chief legal officer". Cal. Const. Art. V, § 13. One of the Attorney General's statutory duties is to provide written legal opinions. Cal. Gov't Code § 12519. Not everyone, however, is entitled to the...

Jesse Unruh was born to an impoverished immigrant couple and rose to become a legendary figure in Sacramento politics. He is credited with the oft-heard aphorism "Money is the mother's milk of politics". In 1959, Unruh authored a bill that enacted...

Last Friday's post discussed the possibility of avoiding potential liability under Section 11 of the Securities Act by relying on the Section 3(a)(10) exemption from registration. Eliminating Section 11 liability does not eliminate liability under...

John Jenkins at DealLawyers.com recently wrote about Section 11 claims being filed in state court by purchasers in stock-for-stock mergers. Section 11 of the Securities Act of 1933 authorizes a cause of action against specified persons "in case any...

Upon hearing that a "voting shift" has occurred, one might infer that there has been some change in the historical voting patterns.  The California General Corporation Law, however, defines the term very differently: