California Corporate & Securities Law

The Securities and Exchange Commission continues to pump out rule proposals at "warp speed" in order to meet the mandates of the Dodd-Frank Act.  Last week, the Commission issued this proposal with respect to shareholder advisory votes concerning...

When alter ego is alleged, the question may arise as to whether the theory is to be applied generally (i.e., for all of the creditors) or specifically (i.e., in the particular case presented by the creditor).

Last August, I wrote about the impact of the Dodd-Frank Act on Rule 260.204.9 in this post. Last Thursday, I attended a meeting called by the Department of Corporations to solicit input from persons with an interest in the rule. Technically, the...

The typical responsibilities of a general partner of an investment limited partnership are to handle the business and administrative aspects of the fund. In return, the general partner is compensated - often, based on a percentage of the assets...

The boilerplate section of many corporate agreements include a "governing law" provision. Often these provisions cover three related, but distinct choices - choice of law, choice of jurisdiction, and choice of venue. More importantly, the legal...

Section 111 of the Dodd Frank Wall Street Reform and Consumer Protection Act established the Financial Stability Oversight Council (FSOC).  In fact, the FSOC had its first meeting on October 1. Although all of the voting members (with one exception)...

Many securities lawyers are familiar with the SEC staff's position in the IPONET no-action letter (July 26, 1996). That letter is frequently referred to in discussions on how to conduct a private placement on the Internet without violating the...

Issuers offering or selling securities in California must qualify those offers and sales with the Department of Corporations unless they are exempt from, or not subject to, qualification. Cal. Corp. Code § 25110. Since the enactment of the Corporate...

On September 9, 2010, the Securities and Exchange Commission granted accelerated approval of the New York Stock Exchange's proposed amendments to Rule 452. Echoing the Queen of Hearts ("Sentence first - verdict afterwards"), the SEC at the same time...