California Corporate & Securities Law

Recently, I've been reading about the Greek playwright Euripides. It is said that Socrates rarely attended plays, but never missed a play by Euripides. Technology has changed dramatically since the fifth century B.C.E., but it seems that some things...

It's easy to be annoyed by the SEC's failure to comply with clear statutory mandates.  However, not everyone is longanimous.  Oxfam America, for example, has moved beyond irritation to litigation. See Oxfam America Sues The SEC (Again) For Dilatory...

Nearly two years ago, I wrote about a Securities and Exchange Commission enforcement action against a penny stock promoter in San Diego.  There's nothing particularly unusual about the SEC targeting penny stock fraud. What made this case interesting...

The Jewish holiday of Passover begins at sundown this evening.  In preparation for Passover, observant Jews must dispose of absolutely all chametz,which is basically any food that is made with grain and water that has been allowed to leaven (rise)....

The remedy for failure to qualify the sale of a security is either rescission or damages. Cal. Corp. Code § 25503. Thus, one typically expects to see investors alleging a failure to qualify as grounds for returning their investments. In a recent...

California continues to hemorrhage corporate charters to Delaware and Nevada.  The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from California to Delaware....

California courts may exercise personal jurisdiction over nonresidents "on any basis not inconsistent with the Constitution of this state or of the United States". Code Civ. Proc. § 410.10. Seventy years ago, Chief Justice Harlan Fiske Stone...

While serving as General Counsel to California's Business, Transportation & Housing Agency, I was from time to time asked to respond to ersatz summons and other documents issued by "Our One Supreme Court". Given that these "courts" existed only in...

In a recently published article, three professors undertook an empirical analysis of noncompetition and other restrictive postemployment covenants in public company Chief Executive Officer contracts.  Norman D. Bishara, Kenneth J. Martin, and Randall...