Is This SEC Claim False And Misleading?

Last week, the Securities and Exchange Commission announced yet another whistleblower award. According to the SEC, the award totals more than $5.5 million dollars. Tellingly, we don't, and won't, know the exact amount. The headline to the SEC's...

Must A Security Be Written?

In yesterday's post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate instruments that are written. But...

Making A List Of Securities And Checking It Twice

California Corporations Code Section 25019 defines "security" not by saying what a security is but by providing examples of numerous types of securities. In this respect, Section 25019 is reminiscent of Section 2(a)(1) of the Securities Act of 1933....

Annotate This - The United States Code

Anyone who has studied legal research will recognize that some codes are annotated and some are not. An annotated code includes the text of the statute and summaries of judicial decisions, regulations and other related material. In federal court,...

This Definition Of A Factor May Surprise You

The creditable H.W. Fowler described "factor" as "one of those words . . . which are so popular as thought-saving reach-me-downs that all meaning is being rubbed off them by constant use."  Fowler's Modern English Usage (2d ed. p. 184).

10th Circuit Holds SEC ALJs Are Holding Office Unconstitutionally

In March 2015, I posed the following question:

When Partnership "Members" Are Employees

Last week, I wrote about how AB 2883 changes the definition of "employee" vis-a-vis corporate directors.  See Is A Corporate Director An Employee Subject To Workers’ Compensation? AB 2883 also rewrites the definition of "employee" for purposes of...

California Secretary Of State Upgrades Business Searches

For some time, the California Secretary of State's office has offered a business search application on its website.  Although the function provided only limited information, the application received more than 5 million views per month.  On St. Lucia's...

Has The SEC Paid Millions In Whistleblower Bounties To "Friends And Family"?

Earlier this month, the Securities and Exchange Commission announced yet another large whistleblower bounty.  See SEC Awards Nearly $1 Million to Whistleblower. This brings to $136 million the total amount awarded to date by the SEC to...