California Corporate & Securities Law

A lot of folks these days are arguing and writing about fee-shifting bylaws as if they were some kind of novel and sudden irruption, like Athena bursting from Zeus' skull. This overlooks the existence of fee-shifting provisions in a myriad of...

In 1984, the U.S. Supreme Court announced a foundational principle of administrative law.  When a court reviews an agency's construction of a statute that it administers, the court should:

Section 27 of the Securities Exchange Act of 1934 provides:

In recent weeks, the U.S. District Court has issued four separate rulings in cases brought by the Federal Deposit Insurance Corporation (FDIC) against former bank managers for breach of fiduciary duty.  Here is a brief recap of these decisions:

Recently, Cytta Corp., a small Nevada corporation, filed this Form 8-K reporting that it had "discovered that it was the victim of an online hacking incident on October 30th, 2014 in that, unauthorized person or persons accessed the Nevada Secretary...

In a lengthy opinion issued yesterday, Justice Kathleen M. Banke explains naked short selling, describes the mechanics of executing and clearing stock trades, provides a run down on the SEC's Regulation SHO, and recounts the SEC's enforcement of...

In this post published on October 30, I observed:

NRS 78.138(1) imposes two explicit duties on directors in the exercise of their powers: they must act in good faith and with a view to the interests of the corporation. This contrasts with Delaware case law which speaks of a triad of duties...

Today is Veterans Day.  The date commemorates the ending of the First World War on November 11, 1918 at 11:00 a.m.  The following year, President Woodrow Wilson proclaimed the first "Armistice Day", as it was then known: