California Corporate & Securities Law

In addition to directors and officers, Section 16 of the Securities Exchange Act of 1934 applies to every person who is "directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted...

In Luther v. Countrywide Financial Corp., 195 Cal. App. 4th 789 (2011), the trial court ruled that state courts do not enjoy concurrent jurisdiction when a class action meeting the definition of a “covered class action” under the Securities...

I spent the Fourth of July holiday in the Fürstentum Liechtenstein, a very beautiful and surprisingly inaccessible part of Europe. Its capital city has no airport. The country is also largely vertical, as it is sandwiched in the Alps between Austria...

In April, I wrote about a bill, SB 726 (Hueso), that would have added a new section to the Corporate Securities Law banning false statements to government officials for the purpose of manipulating the price of a company's security by triggering an...

For the record, "Independence Day" is mentioned in  the following five California statutes:

Many have expressed disappointment that the U.S. Supreme Court denied certiorari in Midland Funding, LLC v. Madden.  The question presented by the petitioners in the case was as follows:

As reported by Broc Romanek yesterday, the Securities and Exchange Commission adopted (again) a resource extraction rule. Congress had ordered the SEC to adopt a rule by April 17, 2011. After belatedly adopting a rule, the U.S. District Court...

Counterfeiting was once considered to be tantamount to treason. It is still a serious, but not capital, crime. In fact, it is one of only four crimes specifically mentioned in the Constitution. Notably, however, the Constitution doesn't mention...

Last week, I discussed the Court of Appeal's consideration of whether the business judgment rule protects a director from claims based on breach of the corporation's governing documents.  See Does The Business Judgment Rule Protect Directors Who...