Forum Selection Clause Prevails Over State Securities Law Anti-Waiver Statute

The Washington State Securities Act includes the following provision:

What Does "Reflect Financial Difficulties" Mean To You?

On Monday, the Securities and Exchange Commission announced that it had adopted amendments "to improve municipal securities disclosure".  Specifically, the SEC amended Exchange Act Rule 15c2-12 which requires brokers, dealers, and municipal...

California Bill Amended To Impose $100K Penalty For Failure To Report Timely Board Gender To Secretary Of State

I have written several posts about a bill, SB 826, now pending in the California legislature that would impose fines on publicly held corporations that fail to meet prescribed gender quotas.  See California Bill Would Mandate Gender Quotas For...

Why I Disagree With A Semi-Annual Reporting Mandate (And It Probably Isn't The Reason That You Expect)

Last Friday, President Trump tweeted that he has asked the Securities and Exchange Commission to study stopping quarterly reporting and going to a six-month reporting system.  A few years back, I proposed a more free market approach:

Is Section 17200 A Case of "Ex Nihilo Nonnihil Fit"?

Last week, I devoted several posts to the California Supreme Court's decision in  De La Torre v. Cashcall Inc., 2018 Cal. LEXIS 5749.  In that opinion, the Court was responding to a question certified to it by the Ninth Circuit Court of Appeals.  De La...

California Court Applies California Law To Officer Of Delaware Corporation

Not quite three years ago, I penned the following lines:

Today The Suspense Will Be Over (Mostly)

Followers of California legislation will note that many bills are now in either the "suspense file" of the Appropriations Committees of the Senate and the Assembly. These two committees have jurisdiction over fiscal bills. A bill with a significant...

Supreme Court Shows No Deference To The DBO

For U.S. Supreme Court followers, a hot topic is whether the Court will continue to apply "Chevron deference".  Under Chevron U.S.A., Inc. v. Natural Resources Defense Council, 467 U.S. 837 (1984), a court will uphold an agency's interpretation of an...

California Supreme Court Empowers The DBO And The Courts To Regulate Interest Rates

Section 22303 of the California Financial Code establishes the maximum interest rates applicable to loans less than $2,500.  The preceding section incorporates by reference the general Civil Code provision about contract unconscionability, Section...