California Corporate & Securities Law

Do you ever wonder whether the time and expense of preparing a private placement memorandum is really worth it? Does anyone ever escape liability because of a well drafted PPM? A recent opinion by the California Court of Appeal provides one, albeit...

Shareholders wanting to pursue a derivative suit all come to the same fork in the road. One fork is to make a demand. The other is to file a lawsuit and allege that demand would have been futile. Most plaintiffs choose the latter because the act of...

Feliz Cumpleaños

Federal law establishes ten "legal public holidays", including "Labor Day, the first Monday in September".  5 U.S.C. § 6103.  California, on the other hand, names "Labor Day" in several statutes (e.g., Civil Code § 1689.24) but doesn't designate Labor...

Last fall, I wrote about Oxfam America’s second lawsuit to force the Securities and Exchange Commission to adopt a resource extraction disclosure rule under Section 1504 of the Dodd-Frank Act. Readers may recall that Congress ordered the SEC to...

My guess is that most attorneys would say that the duty of an officer to the corporation are governed by the law of the state of incorporation under the "internal affairs doctrine". As explained by the U.S. Supreme Court, the "internal affairs...

I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law.  The Corporate Securities Law of 1968, Cal. Corp. Code § 25000 et ...

With statutes, it can be dangerous to rely on plain meaning. Most people, for example, would not consider an amphibian, such as a frog, or a mollusk, such as a snail, to be fish. However, the California Fish & Game Code considers these and...

Many, but not all languages, employ grammatical gender.  Anyone who has studied Spanish or German will know that grammatical gender is essential and can be unrelated to biological sex.  For example, el vestido is a masculine noun even though it...