California Corporate & Securities Law

One agenda item for the upcoming meeting of the Investor Advisory Committee is a "Discussion of Issuer Adoption of Fee-Shifting Bylaws for Intra-Corporate Litigation". This is indeed an interesting and timely topic in light of the Delaware Supreme...

The Franchise Tax Board's Shande

Recently, I wrote of the shamelessness of the Securities and Exchange Commission targeting late filers even while it continues to miss many legal deadlines itself. In that post, I mentioned that the SEC adopted resource extraction rules only after...

Readers of this blog know that it isn't just about the law, it is about the language of the law. As I've mentioned, many of our legal terms are derived from Norman French courtesy of William the Conqueror. Recently, I began to wonder about the use...

Last Friday, I wrote about a new California law that provides that a contract or proposed contract for the sale or lease of consumer goods or services may not include a provision waiving the consumer’s right to make any statement regarding the...

Some words seem to exist only in the negative.  One such word is "uncouth", which means lacking refinement.  For example, the Court of Appeal in People v. Williamson, 207 Cal. App. 2d 839 (1962) upheld a conviction for selling an obscene book, which...

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt "M&A brokers" from the broker registration requirements of the Securities Exchange Act of 1934.  In this letter to...

The advent of social media has dramatically lowered the cost to consumers of acquiring and disseminating information. Formerly, only a handful of people might hear about a bad experience with a retailer or service provider. Now, it's possible for a...

Yesterday, the Securities and Exchange Commission announced "charges" against 28 officers, directors, or major shareholders for failing to report timely ownership and transactions as required by Section 16(a) and Section 13 of the Securities and...