California Corporate & Securities Law

Recently, the North American Securities Administrators Association (NASAA) updated and expanded its 2015 advisory warning investors about online binary option schemes.  NASAA offers the following explanation of "binary options":

On the same day that the Nevada Supreme Court rejected Delaware's approach to reviewing special litigation committee determinations, it adopted Delaware's test for determining whether a shareholder suit is derivative or direct.  Parametric Sound...

Last week, the Securities and Exchange Commission issued interpretive guidance to assist issuers in complying with the pay ratio rule.  At the same time, the Division of Corporation Finance staff issued guidance concerning how companies might use...

On the penultimate day of the current session, the California legislature passed SB 179 (Atkins & Wiener). If signed into law by Governor Brown, this bill would enact the California Gender Recognition Act. In general, SB 179 would create a third,...

As discussed in the two preceding posts, Nevada's Supreme Court last week decided to adopt New York's standard of review of special litigation committee recommendations to dismiss stockholder derivative suits.  In re Dish Network Derivative...

Yesterday's post limned the Nevada Supreme Court's adoption of New York's Auerbach standard of review for special litigation committee recommendations.  In re Dish Network Derivative Litigation, 133 Nev. Adv. Op. 61 (2017). The Supreme Court...

Nevada law endows a board of directors "full control over the affairs of the corporation".  NRS 78.120(1).  This control is subject only to such limitations as may be provided by NRS chapter 7, or the articles of incorporation of the corporation.  Id.  ...

Former New York Surrogate Gideon J. Tucker would be happy today. Pursuant to Joint Rule 61(a)(15), today is the last day for California's legislature to pass bills. Today, also marks the beginning of the legislature's interim study recess (Joint...

In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581).  The question presented in Leidos is: