California Corporate & Securities Law

Secondary trading of securities in California must be qualified unless exempt or not subject to qualification due to federal preemption. Cal. Corp. Code § 25130. Similarly, the offer and sale of securities are subject to registration under the...

A reader of the California Constitution would be lead to believe that the course of legislation is orderly and predictable. Under Article IV, Section 8(b), the legislature may make no law except by statute and no statute except by bill. Every bill,...

On Friday, the Securities and Exchange Commission staff published a report of its review of the definition of "accredited investor". Congress directed the SEC to review the definition every four years in Section 413(b)(2)(A) of the Dodd-Frank Wall...

Can an in-house lawyer have sexual relations with his or her client?  To answer this question, it is necessary to identify the lawyer's client.  The California Rules of Professional Conduct provide a clear answer to this question:

Can a party to written agreement that does not include an arbitration clause enforce an arbitration provision in another agreement to which it is not a party? Boiled down to the essentials, this is the question decided yesterday by the Court of...

Corporations Code Section 313 generally provides that a contract, note or other instrument will not be invalidated as to a corporation by any lack of authority if it is signed by the corporation's chairman of the board, the president or any vice...

Readers may remember this blog post from September of last year: Nevada Supreme Court Upholds Fraud Verdict Against The California Franchise Tax Board.  The subject of the post was Franchise Tax Bd. v. Hyatt, 335 P.3d 125 (Nev. 2014) in which the...

Section 501 of the Jumpstart Our Business Startups (JOBS) Act amended Section 12(g)(1) of the Securities Exchange Act of 1934 to increase the thresholds for mandatory registration of a class of equity securities. The Securities and Exchange...

I've devoted several recent posts to the new secondary trading exemption that Congress tacked on to Section 4 of the Securities Act of 1933. The exemption is poorly drafted and in many cases may prove unusable. Perhaps this reflects its provenance...