California Corporate & Securities Law

"And whispering 'I will ne'er consent'—consented"

Ancient Greece was a coherent culture but not a coherent state. It was comprised of a many city states that vied with each other for ἡγεμονία (hegemony). The Greek word refers to some one or thing that "leads the way". The most famous contest for...

Steve Hazen alerted me to the fact that California Attorney General Kamala D. Harris has filed an amicus brief in Sebelius v. Hobby Lobby Stores, Inc., U.S. Supreme Court Docket No. 13-354.  The question presented in that case is:

Two millennia ago, Rome was rocked by three plots that threatened to overturn the republic. While each of these plots was named for just one man, Lucius Sergius Catilina, scholars now discredit his involvement in the first of these plots....

In a recently issued Compliance & Disclosure Interpretation (Question #260.21), the SEC staff unequivocally stated that disqualification under Rule 506(d)(1)(v) is "triggered only by orders to cease and desist from violations of scienter-based...

I really enjoyed Organic Chemistry in college (I still have my copy of Morrison & Boyd). The subject, however, is not easy. On one semester final, I answered less than half of the questions correctly but earned a respectable grade (others had even...

Nancy Wojtas, the head of the public companies group at Cooley LLP, alerted me to the fact that the SEC staff yesterday issued 14 new Compliance & Disclosure Interpretations (C&DIs) relating to Rule 506 under Regulation D. Here's my take on three of...

The California Uniform Limited Partnership Act of 2008 defines the term "partner" to mean a limited partner or a general partner. Cal. Corp. Code § 15901.02(w). California's limited offering exemption requires, among other things, that "[a]ll...