California Corporate & Securities Law

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933. That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate...

Institutional Shareholder Services Inc. (ISS) is a very influential purveyor of proxy advisory services. As part of ISS' annual policy update procedure, ISS recently released a proposed policy change with respect to directors who sit on too many...

NRS 78.746 provides that, with several qualifications, the exclusive remedy of judgment creditors with respect to the stock in a relatively closely held corporation is to charge a stockholder's shares. To the extent so charged, the creditor only has...

In reading Chancellor Andre G. Bouchard's ruling yesterday in Espinoza v. Zuckerberg, 2015 Del. Ch. LEXIS 273 (Del. Ch. 2015), I was reminded of the theological debate among Christians concerning justification by faith. The case involved a...

The line between real property transactions and securities transactions is not always clear. California Corporations Code Section 25100(p) provides an exemption for a promissory note secured by a lien on real property provided it is neither: (a) one...

Last August, I wrote that Magistrate Judge Joseph C. Spero would soon be deciding whether a director might be an agent of the corporation.  See Court Poised To Decide Whether Directors Are Agents.  The case, Wadler v. Bio-Rad Labs., Inc., 2015 U.S....

Lawyers often will write "pursuant to [name of law or regulation]" without expecting the phrase to be the source of controversy. But language is an inherently ambiguous tool and lawyers will, if adequately feed, argue about just about anything. In a...

California Labor Code Section 407 may be a bit of a surprise to many lawyers both in and outside of the state.  It provides:

A recent North Carolina Court of Appeals, State v. Matsoake, started me to think about what constitutes a communication. The case involved whether an ex-wife's testimony about seeing her husband crying should have been admitted. The defense objected...