California Corporate & Securities Law

In this video from January 2011, I spoke about California's fairness hearing procedure. California is one of only a handful of states that offer the opportunity to take advantage of the Section 3(a)(10) exemption from registration under the...

In 1977, the United States Supreme Court dealt a mortal blow to Delaware's sequestration scheme for establishing personal jurisdiction over non-resident directors.  Shaffer v. Heitner, 433 U.S. 186 (1977). Within weeks, the Delaware legislature...

I expect that a decade ago, whistleblower issues were considered primarily to be the province of employment law attorneys. Then there was Sherron Watkins, Enron and the Sarbanes-Oxley Act. Suddenly, issues involving whistleblowers had the attention...

The Investment Committee of the California Public Employees Retirement System is scheduled to meet next Monday in Sacramento. Anne Simpson, CalPERS' Director of Corporate Governance, is scheduled to provide the Committee with an overview of the...

In college, I aspired to be a botanist and took classes with such scintillating titles as "Plant Physiology" and "Vascular Plant Taxonomy". I found botany particularly appealing because plants don't bleed or generally stink like members of those...

Yesterday's post covered a recent California Court of Appeal decision holding that a corporation mooted its appeal when it filed a certificate of dissolution with the California Secretary of State stating that it was devoid of any assets, debts or...

In July 2009, the Mongols Nation Motorcycle Club, Inc. planned to hold its annual convention in Lancaster, California. Allegedly, the mayor was not pleased with the prospect of hosting a social and fraternal organization with an emphasis on riding...

Yesterday, I discussed California's approach to insider trading.  The offense is defined in Section 25402 of the California Corporations Code while the remedy (in the case of certain corporations) can be found in Section 25502.5.

In this recent post, Professor Stephen Bainbridge noted that the attorneys defending former hedge fund manager Doug Whitman have argued for the application of California law with respect to fiduciary duties.  He cites this Wall Street Journal Law Blog