California Corporate & Securities Law

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...

Bylaws hardly constitute literature. For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there. In general, there seems to be two schools of thought when it comes drafting bylaws....

The Bylaws of many public companies provide for mandatory indemnification of directors and officers (and sometimes other agents as well). Often, Bylaws describe these indemnity obligations as contract rights. For example the Bylaws of one well-known...

Recent rulings by judges in Delaware and other states have given impetus to the adoption of exclusive forum bylaws.  To the casual observer, the idea might seem entirely novel.  But as Koheleth (the Gatherer) wrote "What has been is what will be, and...

Suzanne Weakley, editor-in-chief of the CEB Business Law Practitioner, recently called my attention to this letter from six professors at U.C. Berkeley (Robert P. Bartlett III, Richard Buxbaum, Stavros Gadinis, Justin McCrary, Steven Davidoff Solomon

Writing for Mother Jones, Kevin Drum recently asked "What's the point of an unenforceable noncompete agreement?"  He posits two possible answers:

Several provisions of the California Corporate Securities Law of 1968 need to be brought up to date. Section 25100(i) is one of them. That section exempts from the qualification requirements of Sections 25110, 25120 and 25130 "Any security issued or...