California Corporate & Securities Law

Professor (and former SEC Commissioner) Joseph A. Grundfest and incumbent SEC Commissioner Daniel M. Gallagher have certainly fomented a spirited donnybrook over the Shareholder Rights Project at Harvard.  As discussed in this post, they recently...

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD). The EFD allows issuers to file Form Ds in Rule 506 offerings online. A number of states (but not...

Derivative suits rarely arrive alone. When something goes awry, directors and officers can be expected to see multiple suits based on demand futility as well as wrongful demand refusal. Often, suits will be filed at different times and in different...

Sometimes, I find it useful to take a step back and review the legal standard applicable to securities fraud claims under Section 10(b) and Rule 10b-5. To stay in court, and securities litigation all about surviving motions to dismiss, a plaintiff...

Although Rome before Augustus is often described as a republic, it was in many respects ruled by the wealthy who jealously guarded their power.  So it was with Rome's comitia centuriata.  In theory, this was an assembly of the peoplethat elected the...

In Asadi v. G.E. Energy United States, L.L.C., 720 F.3d 620 (5th Cir. 2013), the Fifth Circuit Court of Appeals held that an employee who reported a suspected Foreign Corrupt Practices Act violation internally but not to the Securities and Exchange...

Just this week, Commissioner Daniel M. Gallagher and former Commissioner Joseph A. Grundfest issued a draft of a paper that takes on the Harvard Shareholder Rights Project. The Harvard SRP describes itself as "a clinical program operating at Harvard...

In November, the voters of Nevada approved Question 1 which amended Article 6 of the Nevada Constitution to create an intermediate Court of Appeals. California's intermediate court is styled the Court of Appeal (no "s"). Initially, the Nevada Court...

Three years ago, California Governor Edmund G. Brown Jr. issued Executive Order B-10-11.  Among other things, Governor Brown ordered: