California Corporate & Securities Law

Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act. That may not come of much a surprise since it was modeled on...

California Corporations Code Section 300(a) declares that "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board." Does this mean that the board of directors...

Tuesday's post took note of a recent study authored by Sunwoo Hwang and Professors AnilShivdasaniandElena Simintzi at the University of North Carolina's Kenan-Flagler Business School.  They found that California's enactment of SB 826 imposing...

Recently, I came across a very helpful table on the SEC's website.  The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements:

As noted by Professor Stephen Bainbridge yesterday, a recent study has concluded that California's enactment of SB 826 has "resulted in a significant decline in shareholder value for firms headquartered in California".  Sunwoo Hwang and Professors ...

Last Friday's post concerned liability under Section 12(a) of the Securities Act of 1933.  As noted in the post, Section 12(a)(2), unlike Section 12(a)(1), is an antifraud statute.  It imposes liability on any person who:

I recently covered liability under Sections 11 and 12 of the Securities Act of 1933 in the securities regulation course that I am teaching at the University of California, Irvine School of Law. Thus, I was interested to read a recent ruling by U.S....

The Office of Information and Regulatory Affairs recently published a report on the fiscal 2018 results of President Trump's Executive Order 13771 (Jan. 30, 2017) requiring federal agencies and departments to, among other things, eliminate two...

Twenty years ago, limited liability companies were a novelty.  Today, they are common, but courts often conflate LLCs with corporations by referring to "limited liability corporations".  For example, the Court of Appeal in Hotels Nevada, LLC v. Bridge...