California Corporate & Securities Law

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...

The SEC's new bad actor rule, Rule 506(d), may cause some issuers to consider expanding the definition of "cause" in their employment agreements with executive officers. Because executive employment agreements typically reduce severance payments...

The Jackson Five had it wrong. Under the SEC's recently adopted Rule 506(d), one bad actor can indeed spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However, an issuer may not...

In July, I wrote about a white paper prepared by the states of Delaware, Nevada and Wyoming, Encouraging Business While Fighting Fraud. The report details state efforts to deal with the use of corporations and limited liability companies to...

With the availability of a private cause of action under SEC Rule 10b-5, is there any reason to include a cause of action under California Corporations Code Sections 25401 and 25501? Until the most recent legislative session, there were significant...

Money Transmission Act Petition Withdrawn