California Corporate & Securities Law

While in college, I had the unique pleasure of taking a course in Economic Botany and later doing independent study (my paper was on Pinus Monophylla) under the late Dr. Richard Evans Schultes, the father of Ethnobotany. If Economic Botany sounds...

Yesterday, the California Court of Appeal affirmed California Superior Court Judge James P. Kleinberg's judgment sustaining a demurrer in a shareholder derivative action against the officers and directors of Yahoo! Inc.  Leyte-Vidal v. Semel, 2013...

There are only few days left until Nevada Day.  See “Out by the Truckee’s Silvery Rills”.  If you're still looking for that special Nevada Day gift, nothing says "Happy Nevada Day" quite like a gift of  Bishop & Zucker on Nevada Corporations and...

Earlier this week, Broc Romanek highlighted a recent panegyric on SEC independence given by SEC Chairwoman Mary Jo White. Independent agencies are the platypodes of the federal government. Many are inclined to view independent agencies as part of...

I've written many times about Section 16600 of California's Business & Professions Code which, with limited exceptions, voids covenants not to compete.  See TRO Issued Enjoining Breach Of Non-Compete Agreement Clauses, No Surprises Here – California...

In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the outstanding shares of the target being converted into securities of the acquiring corporation or some other consideration. Does a...

As was widely reported yesterday, a jury failed to find Mark Cuban liable for insider trading.  On the courthouse steps after the verdict, I think that Mr. Cuban made some very insightful and important comments:

Last week, the California Attorney General Kamala D. Harris announced that she had filed a complaint for civil penalties, permanent injunction and other equitable relief against Corinthian Colleges and three of its school subsidiaries. Broadly...

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...