California Corporate & Securities Law

Yesterday, the Securities and Exchange Commission issued this announcement regarding its settlement with two advertising executives who launched a campaign to buy a beer company through a solicitation of investors on Facebook and Twitter without...

Last December, I wrote this post about Corporations Code § 25501.5 that asked "What do it mean?". In general, the statute authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security...

People make mistakes.  Some mistakes, such as dialing a wrong number, can be fixed with no lasting damage.  Other mistakes, such as Fred Merkle's base running error in 1908, can never be undone. 

In the late 1960's, New York television station WNYW began its 10:00 p.m. news broadcast with ""It's 10:00 p.m. ... Do you know where your children are?"

Earlier this week, the California Court of Appeal issued an opinion in a case that should be interesting reading for anyone dealing with promissory notes.  In Creative Ventures, LLC v. Jim Ward & Associates, the court reached the following...

In 1981, the Securities and Exchange Commission proposed the adoption of a new form in connection with the adoption of Regulation D. Release No. 33-6339 (Aug. 7, 1981) [46 FR 41791]. The following year the SEC adopted both Regulation D and the new...

Recently, I came across this blog posting by Professor Larry Ribstein at the University of Illinois College of Law that discusses the role of Nevada in the market for corporate charters.  He discusses this this article in Boardmember.com and a more...

As reported by Broc Romanek on May 24, 2011 in The Proxy Season Blog, the United Brotherhood of Carpenters and Joiners of America recently filed a petition for rule making with the Securities and Exchange Commission. The Carpenters would like to see...

On Wednesday, the Securities and Exchange Commission proposed rules disqualifying felons and other "bad actors" from Rule 506 offerings.  In 2007, I submitted this comment letter arguing, among other things, that the SEC should not impose mandatory...