California Corporate & Securities Law

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...

Last week, I dipped a toe into the difficult topic of what happens to the attorney-client privilege in merger and acquisition transactions.  In that post, I framed a definitional question - is the attorney-client privilege an asset? If the...

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn't immediately tossed out on jurisdictional grounds. ...

The U.S. Constitution enjoins each state to accord "full faith and credit" to "the public acts, records, and judicial proceedings of every other State". U.S. Const. Art. IV, § 1. However, a judgment creditor can't directly enforce a judgment...

Public companies like to have have their homes in California, the just don't like to incorporate here.  It seems that there is nothing new this situation.

One might expect plaintiffs to always name the primary violator in a securities fraud suit. However, what if suing the primary violator is not an option because the primary violator is in bankruptcy or the subject of a court ordered stay? Can there...