California Corporate & Securities Law

Quite some time ago, I fabulated that airline delays might constitute a violation of Securities and Exchange Commission Rule 21F-17. That rule provides that no person "may take any action to impede an individual from communicating directly with the...

U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed certificate. As just described, the ruling shouldn't be...

The story is straightforward; the legal ramifications are not:

Late last month, the California State Treasurer's Office announced a "move to stop 'Pay-to-Play' school bond campaigns".  According to the announcement:

Yesterday, I wrote about an attempt, albeit unsuccessful, to avoid a forum selection clause by a claim of rescission.  The plaintiffs' in that case, Hatteras Enterprises, Inc. v. Forsythe Cosmetic Group, Ltd., 2016 U.S. Dist. LEXIS 100352 (July 30,...

A recent ruling by U.S. District Court Judge Arthur D. Spatt raises the interesting question of whether a choice of law provision can be vitiated by rescission.  The case, Hatteras Enterprises, Inc. v. Forsythe Cosmetic Group, Ltd., 2016 U.S. Dist....

I recently came across Fukuda v. Nethercott, 2016 U.S. Dist. LEXIS 92462 (D. Utah, July 15, 2016). The case involved claims by the plaintiff that the defendants had sold him securities in violation of the registration requirements of the Securities...

A signature block in a contract seems like a small thing, but sometimes it can lead to litigation. When an officer signs a contract, is he signing solely as agent for the corporation or might he also be signing in his individual capacity? In 1993,...

In this prior post, I compared the differing limitations on committee authority under California and Delaware law. Today's post focuses on differences in committee composition among California, Delaware and Nevada. These are summarized in the chart...