California Corporate & Securities Law

Harvesting the sunlight as a source of "clean" energy is the dream of many. Although the energy provided by the sun is free, converting that energy into electricity continues to require significant financial resources. One model for local solar...

It's not easy to write regulations and lawyers can be a hypercritical group. Nonetheless, the Securities and Exchange Commission's rules can be maddingly inconsistent. As one small example, I offer Item 405 of Regulation S-K and its many references...

Nearly two years ago, Mr. Daniel E. Francis filed a petition for writ of mandamus against CalPERS and other based on allegations that the pension fund had laundered the salary of the receiver appointed by the U.S. District Court through the state’s ...

Yesterday's post discussed how the meaning of "must" in Nevada Revised Statutes can depend upon whether a verb is in the passive voice. Here in California, I've made frequent sightings of discussions of the passive voice in opinions, including the...

Although rules of grammar may be a distant memory for many lawyers, the rules of grammar can be important to statutory construction.

Yesterday's post briefly discussed the internal affairs doctrine and alter ego claims.  Professor Stephen Bainbridge responded with this post which discusses the approaches of courts in New York and Delaware. Professor Bainbridge recently wrote an...

The internal affairs doctrine is a conflict of laws principle that recognizes that only one state should have the authority to regulate a corporation's internal affairs. Under the internal affairs doctrine, that special state is the state of...

Many issuers continue to rely on California's limited offering exemption to avoid the necessity of qualifying the offer and sale of their securities. The exemption, found in Corporations Code Section 25102(f), requires that sales be made to not more...

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of corporate resources for...