California Corporate & Securities Law

A plaintiff will usually advance an alter ego claim against a defendant. When a plaintiff asserts an alter ego claim against itself, then you have a real "man bites dog" or perhaps a "man bites himself" case. Occasionally, however, a man does bite...

Unlike New York or Virginia, the State of California was never an English colony (although Francis Drake named it New Albion and claimed it for England on June 17, 1579). Rather than English, California's European historical roots are Spanish. Spain...

In this Friday the 13th post, I wrote about The Anschutz Corporation's (TAC) success in having California law apply to its negligent representation claims against the defendant New York rating agencies. Thus, it may come as a surprise to learn that...

This afternoon, Commissioner Preston DuFauchard released this letter regarding the upcoming demise of the federal private adviser exemption (Section 203(b)(3) of the Investment Adviser Act of 1940). The Commissioner's letter is in response to...

In another auction rate securities (ARS) case, The Anschutz Corporation (TAC) brought suit against several rating agencies alleging negligent misrepresentation.  The Anschutz Corp. v. Merrill Lynch & Co., Fed. Sec. L. Rep. (CCH) P96,258 (N.D. Cal....

Recently, I came across the following Compliance and Disclosure Interpretation (C&DI) issued by the Division of Corporation Finance at the Securities and Exchange Commission:

As I reported in this post from last November, the California Public Employees Retirement System has reworked its Focus List program.  According to this flow chart published by CalPERS, the staff should have now completed its review of the top 500...

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...