California Corporate & Securities Law

Earlier this week, I wrote about Jim McRitchie's "appeal" of the SEC staff's decision to concur with the Whole Foods' exclusion of his shareholder proxy access proposal based on the inclusion of a company proposal.  Yesterday, Whole Foods filed its ...

California law provides that a domestic corporation that fails to pay certain taxes and penalties may have its corporate rights and privileges suspended. Cal. Rev. & Tax. Code § 23301. While suspended, a corporation may not prosecute or defend an...

Last week, James McRitchie submitted an "appeal" of the staff's grant of no-action advice to Whole Foods Market, Inc.  As explained in this post by Broc Romanek, Whole Foods was able to obtain that staff's concurrence in excluding Mr. McRitchie's...

Last week when I visited the Shareholder Rights Project's website, I noted that the SRP described itself as "representing and advising five institutional investors, four public pension funds and one foundation". Not being sure what this...

Yesterday, the Securities and Exchange Commission announced that it had "charged a California-based attorney and his wife with insider trading on confidential information obtained from a corporate client."  According to the SEC's complaint, the...

Professor (and former SEC Commissioner) Joseph A. Grundfest and incumbent SEC Commissioner Daniel M. Gallagher have certainly fomented a spirited donnybrook over the Shareholder Rights Project at Harvard.  As discussed in this post, they recently...

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD). The EFD allows issuers to file Form Ds in Rule 506 offerings online. A number of states (but not...

Derivative suits rarely arrive alone. When something goes awry, directors and officers can be expected to see multiple suits based on demand futility as well as wrongful demand refusal. Often, suits will be filed at different times and in different...

Sometimes, I find it useful to take a step back and review the legal standard applicable to securities fraud claims under Section 10(b) and Rule 10b-5. To stay in court, and securities litigation all about surviving motions to dismiss, a plaintiff...