California Corporate & Securities Law

In a 3-2 vote yesterday, the Securities and Exchange Commission approved final rules implementing the whistleblower provisions of Section 21F of the Securities Exchange Act of 1934.

SB 861 in Suspense

When the Securities and Exchange Commission was considering the adoption of its say-on-pay rules, I submitted this comment letter recommending that issuers be given flexibility to adopt voting procedures that they determine to provide the most...

Last Friday, I wrote in this post about a recent Nevada Supreme Court decision that provides a modicum of guidance on how "fair value" is to be determined for purposes of Nevada's dissenters' rights law.

Recently, the Nevada Supreme Court answered several questions concerning how to determine the "fair value" of shares under Nevada's dissenters' rights statutes (found in NRS Chapter 92A).  American Ethanol, Inc. v. Cordillera Fund, L.P. (May 5,...

In 1997, I testified at an oversight hearing before the United States Senate Banking, Housing & Urban Affairs Committee regarding securities litigation abuses. At the time, Congress was considering whether to enact legislation to stop plaintiffs...

A plaintiff will usually advance an alter ego claim against a defendant. When a plaintiff asserts an alter ego claim against itself, then you have a real "man bites dog" or perhaps a "man bites himself" case. Occasionally, however, a man does bite...

Unlike New York or Virginia, the State of California was never an English colony (although Francis Drake named it New Albion and claimed it for England on June 17, 1579). Rather than English, California's European historical roots are Spanish. Spain...

In this Friday the 13th post, I wrote about The Anschutz Corporation's (TAC) success in having California law apply to its negligent representation claims against the defendant New York rating agencies. Thus, it may come as a surprise to learn that...