California Corporate & Securities Law

Chapter 5 of the Corporations Code establishes various limitations on distributions by California corporations. The term "distributions to its shareholders" is itself defined in Section 166. The question of appropriate limitations on dividends and...

A Friday Miscellany

Yesterday, Broc Romanek wrote in his blog about the Public Company Accounting Oversight Board's announcement of settled disciplinary actions against three accountants.   In California, accountants are regulated by the California Board of Accountancy.

Section 15100(o) and Usury

On October 11, 1996, President Bill Clinton signed the National Securities Markets Improvement Act (aka the "NSMIA") into law. The NSMIA preempted qualification requirements under state blue sky laws with respect to "covered securities". In general,...

Currently, there are 15 national securities exchanges registered with the Securities and Exchange Commission pursuant to Section 6(a) of the Securities Exchange Act of 1934.[1] In addition, six exchanges are registered with the SEC pursuant to...

What's the third largest securities exchange operator in the United States and where is it located?  The answers may surprise you.  The exchange operator is called BATS and it is based outside of Kansas City.  BATS is derived from an initialization of B

 In 1654, two giants of mathematics, Blaise Pascal and Pierre de Fermat, began to exchange letters about games of chance.  This correspondence resulted in Pascal writing Traité du triangle arithmétique, avec quelques autres petits traitez sur la...

Yesterday, the Ninth Circuit Court of Appeals issued an opinion that will likely be cited most often for its conclusions regarding scienter, loss causation and Rule 10b-5.  WPP Luxembourg Gamma v. Spot Runner, 9th Cir. Case No. 10-55401 (Aug. 23,...