California Corporate & Securities Law

Countless memoranda and alerts have been issued about the SEC's adoption of rule amendments eliminating the prohibition against general solicitation and general advertising in Rule 506 and Rule 144A offerings. Congress ordered the SEC to adopt these...

Suppose Congress enacts a statute providing that the federal courts will have exclusive jurisdiction of all lawsuits brought to enforce any liability or duty under a federal act or the rules adopted under that act. If a state later enacts a statute...

I've devoted several recent posts to the Securities and Exchange Commission's new "bad actor" rule because it is awash with a sea of troubles for issuers, both private and publicly traded. The rule prevents issuers from relying on Rule 506 if they...

Section 709 of the California Corporations Code creates a summary procedure that allows any shareholder or any person who claims to have been denied the right to vote to petition the Superior Court for a determination of the validity of any election...

California expects a lot from attorneys when it comes to client confidences and the attorney-client privilege.

The SEC's bad actor rules are causing a great deal of consternation amongst lawyers who are being asked to give opinions that the offer and sale of securities do not require registration under the Securities Act of 1933. Historically, these opinions...

Recently, the Securities and Exchange Commission posted two recommendations by the Investor as Purchaser Subcommittee of the Investor Advisory Committee.  In general, the Subcommittee recommended:

Two weeks ago, Vice Chancellor J. Travis Laster denied a proposed stipulated consolidation and scheduling order. The proposed order directed that the consolidated cases be captioned "In re Astex Pharmaceuticals, Inc. Shareholders Litigation". What...

I've devoted several blog posts to the multifarious problems engendered by the SEC's new "bad actor" disqualification provisions. I've done so because Rule 506(d) is so poorly drafted that, like the annals of Volusius, its fate should be to provide...