California Corporate & Securities Law

Today is the close of the comment period on the Securities and Exchange Commission's proposed rules under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which added Section 10D to the Securities Exchange Act of 1934....

Occasionally, I'm asked whether it is possible to file a specific notice electronically using the California Department of Business Oversight's online portal.  To use this service, you must register online.  There are two registration options: Option...

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 ...