California Corporate & Securities Law

California Corporations Code Section 25400 lists a variety of acts that are considered to manipulate the price of securities. Section 25400 was modeled on Section 9(a) - (e) of the Securities Exchange Act of 1934. Although Section 25400 declares...

Issuers typically use investor suitability questionnaires to elicit information from potential investors in order to substantiate exemptions under federal and/or state securities laws. For example, issuers will often ask detailed questions about a...

In People v. Cole, 156 Cal. App. 4th 452 (2007), a California Court of Appeal appeared to reach the surprising conclusion that corporate officers and directors of issuers are required to be licensed as broker-dealers unless they receive a commission...

Yesterday, I pointed out several ambiguities in Corporations Code Section 701 and offered some alternative interpretations.  Today, I heard from one reader who suggested some additional interpretations. 

Corporations Code Section 603(a) provides the basic authority for shareholders of California corporations to take action by written consent (unless the articles provide otherwise). Section 701 establishes the rules for determining the record date...

Outside directors and their counsel should take note of yesterday's decision by the First District Court of Appeal in Hellum v. Breyer. The case analyzes what a plaintiff must plead in attempting to assert liability against directors of an issuer...

The legislatures of California, Delaware and Nevada have each enacted statutes eliminating or limiting the personal liability of corporate directors for monetary damages. Cal. Corp. Code § 204(a)(10), Del. Code Ann. tit. 8 § 102(b)(7), and NRS §...

As a reminder, the Los Angeles County Bar Association's annual California/Delaware Law Symposium is next week.  Information on registration is available here.

Yesterday, I discussed one-half of the battle in Zalkind v. Ceradyne, Inc. Today, I address the securities law issues raised by Ceradyne's cross-complaint.