California Corporate & Securities Law

One fine morning in the middle of the Precession of the Equinoxes, a reader asked me a new fine question that he had never asked before. He asked, "What date should be placed on a stock certificate?"

Recently, I received a summons for jury service. This reminded me of Pericles, Wasps and Aristotle.

Last March, I wrote a couple of posts concerning the Nevada Supreme Court's opinion in In re Cay Clubs, 130 Nev. Adv. 14 (2014).  Joint Venturer May Be Partner By Estoppel and “Don’t tell me not to worry, and please don’t call me partner”. The...

The incognoscenti may not know it, but today is Nevada Day. On this date in 1864, Nevada joined the Union and helped support the reelection of Abraham Lincoln and the Thirteenth Amendment. Delaware did not - it joined New Jersey and Kentucky in...

In July 2011, a group of ten law professors filed a rulemaking petition with the Securities and Exchange Commission seeking adoption of a rule requiring disclosure of political spending by publicly traded companies.  In a post last month, two of the...

Adolf A. Berle, Jr. wrote Corporate Powers as Powers in Trust more than four score years ago, but Vice Chancellor J. Travis Laster cited the article yesterday as if the Harvard Law Review had published it last week. Quadrant Structured Products Co.,...

A plaintiff holding less than 2000 shares files a derivative suit against a corporation's current or former directors and officers. The trial court finds the complaint to be internally inconsistent and that regulatory filings disproved allegations...

The Securities and Exchange Commission recently trumpeted its enforcement successes for its 2014 fiscal year.  For an agency dedicated to full disclosure, there were some notable omissions, including:

Professor Stephen Bainbridge yesterday passed along Henry G. Manne's criticism of the SEC's use of adjudication in lieu of rulemaking. For those who haven't taken my Administrative Law class, there are actually two types of adjudication and three...