California Corporate & Securities Law

Generally, a corporation's suit for legal malpractice results in a waiver of the attorney-client privilege.  When the corporation's suit is brought derivatively, however, the privilege is not waived.  McDermott, Will & Emery v. Superior Court, 83 Cal....

"In pari delicto" is a Latin phrase meaning in equal fault. It is an equitable defense that precludes a plaintiff from recovering for an injury that arose from a wrongdoing in which she participated. In a shareholder derivative suit, the plaintiff...

In March, the Public Company Accounting Oversight Board issued its first public research note. Entitled "Activity Summary and Audit Implications for Reverse Mergers Involving Companies from the China Region (January 1, 2007 through March 31, 2010),"...

Yesterday, Commissioner Preston DuFauchard started the process for adding six months to the lifespan of Rule 260.204.9. The Commissioner took this action in light of the imminent expiration of the “private adviser” exemption set forth in Section...

Earlier this week, I wrote about the many scandals that have been swirling about the California Public Employees Retirement System. A good sign that an organization is feeling embattled is when it sets up a website dedicated to providing responses....

Congress issues an invitation 

Yesterday, the U.S. Supreme Court issued its decision in Janus Capital Group, Inc. v. First Derivative Traders. In a 5-4 decision, the Court found that to be liable under Rule 10b-5, a person must "make" the material misstatement. According to...

The news keeps getting worse for the nation's largest public pension fund - the California Public Employees Retirement System.  On Saturday, Los Angeles Times reporter Marc Lifsher reported in this story that CalPERS has adopted a policy of...

Yesterday, the Securities and Exchange Commission issued this bulletin on the risks of investing in reverse merger companies.  In this post from the week before, I wrote about a recent article that found that Nevada is second only to Delaware in...