California Corporate & Securities Law

Last August, I wrote that Magistrate Judge Joseph C. Spero would soon be deciding whether a director might be an agent of the corporation.  See Court Poised To Decide Whether Directors Are Agents.  The case, Wadler v. Bio-Rad Labs., Inc., 2015 U.S....

Lawyers often will write "pursuant to [name of law or regulation]" without expecting the phrase to be the source of controversy. But language is an inherently ambiguous tool and lawyers will, if adequately feed, argue about just about anything. In a...

California Labor Code Section 407 may be a bit of a surprise to many lawyers both in and outside of the state.  It provides:

A recent North Carolina Court of Appeals, State v. Matsoake, started me to think about what constitutes a communication. The case involved whether an ex-wife's testimony about seeing her husband crying should have been admitted. The defense objected...

Unlike other states, California's rules of evidence are found in statutes, not court rules.  This is not simply a legal curiosity.  The statutory basis of California's "rules" of evidence have real world implications.

Wharton Associate Professor David Zaring has written an article defending the Securities and Exchange Commission's choice to litigate in administrative rather than federal courts. He argues that administrative adjudication "violates no rights, nor...

Vice Chancellor J. Travis Laster's ruling in In re Aruba Networks, Inc. Stockholder Litigation, C.A. No. 10765-VCL has received widespread coverage.  See, e.g., Kevin LaCroix, Game Over?: Del. Chancery Court Rejects Disclosure-Only Settlement in...

As has been widely reported elsewhere, the Securities and Exchange Commission has been facing a spate of challenges to its administrative court. It should come as no surprise then that the SEC recently announced a number of proposals to the rules of...

Yesterday, I wrote about SB 185 (De León) which mandates that California's two giant pension funds to liquidate their investments in thermal coal companies on or before July 1, 2017. One aspect of the bill that I didn't cover yesterday is the...