California Corporate & Securities Law

Earlier this week, the Securities and Exchange Commission proposed amendments to Regulation S-K, and related rules and forms. According to the SEC, these are intended to modernize and simplify certain disclosure requirements in a manner that reduces...

A few days ago, I noted the Court of Appeal's opinion in Davis Test Only Smog Testing v. Dept. of Consumer Affairs, 2017 Cal. App. LEXIS 855.  That post concerned the Court's holding that the plaintiffs' due process rights had not been violated by...

Recently, I visited Tonopah, Nevada, which is located about midway between Las Vegas and Reno. According to legend, the town was founded after Jim Butler discovered a rich ledge of silver ore while chasing his wandering burros. Historians can, and...

A few years back, I criticized the amendment of California Corporations Code Section 25401 to conform to Rule 10b-5 under the Securities Exchange Act of 1934.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against...

Last week, I cautioned the students in my Securities Regulation class that while it can be helpful to review the SEC filings of other registrants, one should never assume that they are correct. A few days later, I noticed that the following...

"Nothing but blue skies From now on"

Over three years ago, I wrote that California's Office of Administrative Hearings had requested the California Attorney General provide an opinion answering the following question:

Until this month, incorporators of Nevada corporations were required to file an initial list of its officers and directors on or before the last day of the first month after filing the initial articles of incorporation (unless the corporation...

UCLA Law School Professor Stephen Bainbridge recently critiqued the Nevada Supreme Court's decision to follow Auerbach v. Bennett, 419 N.Y.S.2d 920 (1979) rather than Delaware's Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981).  He concludes: