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Court Rules No Scienter Required

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud.  Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section 10(b) of the Securities...

Corporate Securities Law

Does An Attorney's Fee Clause Survive Contract Rescission?

When a party is allowed to rescind a contract, the contract is quite literally torn up.  Thus, Section 1688 of the California Civil Code provides "A contract is extinguished by its rescission".  If a contract is extinguished by rescission, it would...


Is An Annuity Contract A Security?

In general terms, an annuity contract involves the payment of money in return for a promise to receive payments on some periodic basis in the future.  An obvious question therefore might be whether an annuity contract is a security.  The answer...

Corporate Securities Law

Yes - Why I Disagree With Judge Augustus Hand

This Sunday will be Bloomsday. The day is named for Jame Joyce's Odysseus, Leopold Bloom.  Joyce's book, Ulysses, recounts a single day, June 16, 1904, and Bloom's peregrinations around Dublin, Ireland.  Joyce chose that particular date in honor of...


When You Say "Get It In Writing", What Do You Mean?

Several provisions of the Delaware General Corporation Law authorize or require that a notice or communication be in "writing" or "written".  For example, Section 142(b) provides "Any officer may resign at any time upon written notice to the...

Delaware General Corproration Law

Delaware, Consent, And The Adequacy Of Email Notice

Since the turn of this century, Delaware has allowed corporations to give notices to stockholders by electronic transmission.  8 Del. Code § 232(a).  However, the statute is conditioned upon the stockholder's consent.  California has a similar...

Delaware General Corproration Law

Court Rules Lot Sales Were Sales Of Securities

After a five week trial, a San Diego jury convicted Ronald Duane Dunham of multiple crimes, including seven counts of securities fraud.  He was sentenced to 12 years in prison.  After unsuccessfully appealing his conviction to the California Court...

Corporate Securities Law

National Class Action Settlements Exceed DBO CAFA Notices

Fourteen years ago, Congress enacted legislation intended to protect consumers and investors from settlements in which plaintiffs' attorneys pulled in large fees while their clients (the class members) received little. In one (in)famous case, for...

Corporate Securities Law

Has Nevada Banned Mandatory Arbitration Provisions In Articles And Bylaws?

Recently, I wrote about Nevada's enactment of legislation that will permit a Nevada corporation to include in its articles of incorporation a provision requiring any, all or certain internal actions must be brought solely or exclusively in the court...

Nevada Corporations

SEC Passes Preemption Question To The Courts

Yesterday, the Securities and Exchange Commission approved Regulation Best Interest.  According to the SEC's announcement, this new regulation will require brokers "to act in the best interest of a retail customer when making a recommendation of any...


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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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