California Corporate & Securities Law

In Section 201(a)(1) of the Jumpstart Our Business Startups (JOBS) Act, Congress ordered the Securities and Exchange Commission to amend Regulation D to permit general solicitation or general advertising in offerings made under Rule 506, provided...

When Congress says that an agency "shall" adopt a rule, is there any room for discretion on the part of the agency?  That was the question for U.S. District Court Judge Robert L. Wilkins in International Swaps & Derivatives Ass'n v. U.S. Commodity...

A few weeks ago, I purchased a copy of Reading Law: The Interpretation of Legal Texts by Justice Antonin Scalia and Bryan Garner. According to the cover, the authors "carefully and engagingly explain 57 valid canons of construction and dispel 13...

In 2002, the Legislature enacted AB 55 creating the victims of corporate fraud fund.  Since the fund was created, it has collected about $15 million and nearly 800 claims have been submitted.  In a devastating article published last fall by the ...

Yesterday, Broc Romanek wrote this post about a new study from the Center for Political Accountability and the Zicklin Center for Business Ethics Research at the University of Pennsylvania's Wharton School. This study focused on the political...

Last week, the Department of Corporations filed a civil complaint in the Los Angeles Superior Court that accuses several companies and individuals of, among other things, failing to qualify the offer and sale of operating agreements, bridge loans,...

Stephens Media, LLC is the publisher of the Las Vegas Review-Journal.  In 2009, Stephens Media filed a lawsuit in the U.S. District Court against Citihealth, L.L.C. alleging a variety of trademark related claims. Citihealth failed to respond to the...

On Friday, Governor Brown signed SB 323 (Vargas) into law. It was chaptered by the Secretary of State the same day. Section 20 of the bill adds the California Revised Uniform Limited Liability Company Act (RULLCA) to the Corporations Code as a new...

Yesterday, I wrote about Judge Lucy Koh's decision in SriCom, Inc. v. eBisLogic, Inc., 2012 U.S. Dist. LEXIS 131082 (N.D. Cal., Sept. 13, 2012) concerning the enforceability of a no-hire agreement.  Judge Koh mentions an earlier ruling by Judge ...