Court Finds Promissory Notes Are Not Securities

Yesterday's post concerned the Court of Appeal's decision in People v. Black, 2017 Cal. App. LEXIS 130 (Cal. App. 6th Dist. Feb. 16, 2017). The case involved the criminal prosecution of an individual for making false statements in connection with...

Silver Hills Doesn't Mute Howey

Anyone who has studied securities regulation since 1946 should be familiar with the U.S. Supreme Court's definition of a "security" as enunciated by Justice Frank Murphy in S.E.C. v. Howey Co., 328 U.S. 293 (1946). That test asks "whether the scheme...

What Do You Know? Bill Proposes To Eliminate Scienter

Corporations Code Section 25401 is California's basic securities antifraud statute:

Is California "The Biggest Loser"?

I am very excited to be moderating a panel discussion this weekend at a symposium entitled Can Delaware Be Dethroned? Evaluating Delaware's Dominance Of Corporate Law.  The symposium is being presented by the Lowell Milken Institute for Business Law...

Bill Introduced To Require Registration Of Finders Under The California Finance Lenders Law

The California Finance Lenders Law, Financial Code § 22000 et seq., currently requires licensing of finance lenders and brokers. A finance lender is defined as any person who is engaged in the business of making consumer loans or making commercial...

Investment Advisers And Broker-Dealers Face Scant Likelihood Of California Examinations

The California Department of Business Oversight recently issued a report on its Broker-Dealer/Investment Adviser Program. This report was required by the Budget Act of 2014. Although short, the report provides some interesting data about...

Getting To The Point On Director Elections

Last week in The Mentor Blog, Broc Romanek mentioned a blog posting of mine from September 2015: Was This Director Duly Elected Or Appointed?  My post was concerned Intelligent Digital Systems, LLC v. Beazley Ins. Co., Inc., 2015 U.S. Dist. LEXIS...

Can The Legislature Hire Its Own Lawyer?

In early January, California Senate President pro Tempore Kevin de León and Assembly Speaker Anthony Rendon jointly announced that the California Legislature had hired outside legal counsel to advise on potential legal challenges with the incoming...

Homographic Cases Indeed!

Homographs are words that share the same spelling but have different meanings. One such word that is very familiar to lawyers is the word "case". Lawyer's try cases, shelve books in cases, and write in upper case and lower case letters. How can one...