California Corporate & Securities Law

Earlier this week, the Securities and Exchange Commission announced that it had charged a penny stock promoter in the San Diego area with fraudulently arranging the purchase of $2.5 million worth of shares in a penny stock company in an attempt to...

Usually when someone invokes her right to counsel, she usually has in mind the Sixth Amendment of the U.S. Constitution (or perhaps Article I, § 15 of the California Constitution). Thus, I was surprised to see a case in which the plaintiff argued...

Yesterday, I discussed whether an SEC attorney might commit an ethical violation by encouraging an attorney to disclose her client's confidences.  That discussion was prompted by a recent posting by Lawrence A. West addressing whether attorneys may...

The Harvard Law School Forum on Corporate Governance and Financial Regulation included a comprehensive post by Lawrence A. West which tackles the question of whether attorneys can be award-seeking whistleblowers. I want to approach the topic from...

Just last week, the California Taxpayers Association reported:

The typical private fund is organized as a limited partnership or limited liability company that is managed by a general partner or manager. The fund manager is usually compensated in three ways - an annual management fee (often 2%), a carried...

In 2007, the Department of Corporations issued this Desist & Refrain Order against Mahmoud Karkehabadi and others for violations of the Corporate Securities Law of 1968. The Department also made a criminal referall to the California Attorney...

Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman), which provided for the conversion of partnerships and limited liability companies to other types of business...

As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. "Parol" is derived from the French word, "parole" meaning speech. The parol evidence...