California Corporate & Securities Law

The question of whether finders' fees can be paid in securities transactions has bedeviled issuers for decades. The Corporations Committee of the Business Law Section of the California has tried to address this recurring problem by sponsoring AB 713...

Delaware recently amended its law to allow parties to a written contract involving at least $100,000 to provide that any action based on that contract may be brought within a period specified in that contract provided that the action is brought...

At first, this case seems somewhat pedestrian - a lawyer sues her erstwhile law firm for employment discrimination. But then things get complicated. It turns out that the lawyer was employed by a law firm that was employed by an insurer to represent...

Does California's securities fraud statute apply to offers and sales of securities that are made in other states, in Europe, or on the moon? Actually, there is no way to know. Formerly, California Corporations Code Section 25401 began "It is...

I've previously reported on SB 1272 which was rushed through the legislature and allowed to become "law" without Governor Brown's signature. The bill, authored by Senator Ted Lieu, calls for an advisory vote on whether the United States Congress and...

Suppose that a corporation terminates its president and chief executive officer who then sues for breach of his employment contract. Does the former executive officer have a right to access and use materials subject to the attorney-client privilege...

I recently learned that I'm supposedly related to a certain Joshua Short, late of Sangamon County, Illinois. I don't know much about Mr. Short other than he was a farmer who couldn't write his own name and wasn't feeling very well in the summer of...

A brief ruling issued this week by U.S. District Court Judge James C. Mahan makes it clear that an auditor isn't always liable even when a subsequent auditor uncovers fraud.  In Oaktree Capital Mgmt., L.P. v. KPMG, 2014 U.S. Dist. LEXIS 106538 (D....

Companies have lots of very good reasons for adopting codes of conduct.  These reasons include: