California Corporate & Securities Law

If we were on Mt. Athos, today's date is October 18, 2013. That is because the monks on that peninsula in the Aegean Sea still adhere to the Julian calendar. While I hew to the old calendar, I do remain a traditionalist when it comes to Nevada Day....

In yesterday's Mentor Blog, Liz Dunshee asked whether mandatory retirement policies are a thing of the past. This led me to question whether age discrimination of this sort is even legal in California. Asking about, I learned that California...

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....