California Corporate & Securities Law

So many Section 10(b) claims involve claims of misrepresentation that it easy to forget that the rule also makes it unlawful to use manipulative devices in connection with the purchase or sale of securities.  However, a recent ruling by Judge ...

In proposing executive compensation recoupment rules, the Securities and Exchange Commission either overlooked or failed to recognize an important legal distinction. The proposed rules would require national securities exchanges and national...

As someone who has been writing about Nevada corporate law for over two decades, I've been somewhat amused by the recent "discovery" of the Silver State as an alternative to Delaware.  Writing for The Wall Street Journal, Liz Hoffman observed that...

The Securities and Exchange Commission staff recently issued a series of additional Compliance and Disclosure Interpretations with respect to what might constitute a "general solicitation" under Regulation D. These interpretations illustrate the...

One significant condition to California's limited offering exemption is that all purchasers have a "pre-existing relationship":

Last week I wrote about Vice Chancellor John W. Noble's ruling in Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015) that a stockholder adopted bylaw empowering stockholders to remove officers is invalid. The stockholder grounded his...

A recent decision by the Delaware Court of Chancery tackles the question of whether a stockholder may adopt a bylaw granting stockholders the right to remove officers.  In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), Vice...

If two shareholders each own one half of the outstanding shares of a corporation, one might expect that they would have an equal say in just about everything.  It turns out that in some circumstances they won't.

A recent ruling by Magistrate Judge Jacqueline Scott Corley addressed the interesting question of whether a consultant might owe a fiduciary duty as a de facto officer.  Music Grp. Macao Commer. Offshore, Ltd. v. Foote, 2015 U.S. Dist. LEXIS 81415...