California Corporate & Securities Law

Last Friday, I wrote about publication requirements under the informal rule making provisions of the federal and California Administrative Procedure Acts. Although not required to do so, the SEC, CFTC and many other federal agencies post the rule...

Yesterday, Broc Romanek wrote that the Commodity Futures Trading Commission had removed a comment letter from its website. This caught my attention because I teach Administrative Law at the University of California, Irvine School of Law and this...

Currently, the California Corporations Code does not define the term "independent contractor".  A bill introduced last month by Assembly Member Chris Norby would change this.  AB 2373 proposes to add a new Section 22 to the Corporations Code to define...

Rule 144A is a non-exclusive safe harbor rule under the Securities Act of 1933. The rule exempts reoffers and resales of securities from the registration (but not the anti-fraud) provisions of the Securities Act. Many securities practitioners are,...

Last week, New York Times columnist Gail Collins wrote this Op-Ed piece criticizing the Jumpstart Our Business Startups (aka JOBS) Act (H.R. 3606).  Dave Lynn provided a good summary of the bill in this posting on TheCorporateCounsel.net blog.

A well-used sales technique is to offer prospective purchasers a free meal.   In fact, the North American Securities Administrators Association has issued this alert to seniors about the dangers associated with a "free lunch". I've sometimes wondered...

Supreme Court Justice Felix Frankfurter once told the following story about Oliver Wendell Holmes, Jr. and Ralph Waldo Emerson. When Holmes at the urging of his father visited the great author, Emerson asked "Young man, have you read Plato?" When...

Nearly two years ago, I began writing about some of the issues related to secondary trading in private company shares. 

Federal and state securities laws are premised on the belief that the government can constitutionally prohibit or limit speech in connection with the offer or sale of securities. At least one issuer has aggressively challenged this premise and has...