California Corporate & Securities Law

Etymologically, one might view the meaning of "ratify" as to make as one had thought.  It is derived from two Latin words - ratus (the past participle of the verb meaning to think) and facere (the infinitive of the verb meaning to make). Two years...

I've written in the past about various efforts to create a workers cooperative law here in California.  See Are Worker Cooperatives A “Sea Water Fish In A Freshwater Pond”? and In The Year 2525, If Man Is Still Alive, If Woman Can Survive, They May...

Not quite four years ago, I wrote about whether directors are agents.  The post was prompted by then Chancellor William B. Chandler III's assertion:

According to the National Center for State Courts, forty states, including California and Nevada, have established intermediate courts of appeal. California's Court of Appeal was established by a constitutional amendment adopted by the voters in...

Readers of this blog will recall my chariness of a 2013 amendment to California's basic securities anti-fraud statute.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t We?” Although I identified...

So many Section 10(b) claims involve claims of misrepresentation that it easy to forget that the rule also makes it unlawful to use manipulative devices in connection with the purchase or sale of securities.  However, a recent ruling by Judge ...

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities exchanges and national...

As someone who has been writing about Nevada corporate law for over two decades, I've been somewhat amused by the recent "discovery" of the Silver State as an alternative to Delaware.  Writing for The Wall Street Journal, Liz Hoffman observed that...

The Securities and Exchange Commission staff recently issued a series of additional Compliance and Disclosure Interpretations with respect to what might constitute a "general solicitation" under Regulation D. These interpretations illustrate the...