California Corporate & Securities Law

In recent weeks, the U.S. District Court has issued four separate rulings in cases brought by the Federal Deposit Insurance Corporation (FDIC) against former bank managers for breach of fiduciary duty.  Here is a brief recap of these decisions:

Recently, Cytta Corp., a small Nevada corporation, filed this Form 8-K reporting that it had "discovered that it was the victim of an online hacking incident on October 30th, 2014 in that, unauthorized person or persons accessed the Nevada Secretary...

In a lengthy opinion issued yesterday, Justice Kathleen M. Banke explains naked short selling, describes the mechanics of executing and clearing stock trades, provides a run down on the SEC's Regulation SHO, and recounts the SEC's enforcement of...

In this post published on October 30, I observed:

NRS 78.138(1) imposes two explicit duties on directors in the exercise of their powers: they must act in good faith and with a view to the interests of the corporation. This contrasts with Delaware case law which speaks of a triad of duties...

Today is Veterans Day.  The date commemorates the ending of the First World War on November 11, 1918 at 11:00 a.m.  The following year, President Woodrow Wilson proclaimed the first "Armistice Day", as it was then known:

In George Orwell's famous satire of Stalin's Soviet Union, Animal Farm, the animals started out with seven commandments. The seventh commandment was "All Animals Are Equal". As time passed, three of the original commandments were modified and...

Recently, Senator Richard Blumenthal wrote a letter to the Securities and Exchange Commission asking that the "Commission protect investors and America’s capital markets from a serious and imminent threat." According to the Senator, this isn't an...

As I mentioned yesterday, every holder of shares is entitled to a signed certificate pursuant to California Corporations Code Section 416(a) (unless the corporation a system for issuing, recording and transfering uncertificated shares pursuant to...