The SEC's Immensely Impracticable Impracticability Exception

This week's posts have been discussing the recent adoption by the Securities and Exchange Commission of rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for...

The SEC's Tenuous, Tentative Case For Preemption

The Securities and Exchange Commission's last weekadopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery of erroneously awarded...

The SEC's Failure To Update May Defenestrate Claw-Back Rule Making

As has been widely reported, the Securities and Exchange Commission last week finally adopted rules requiring the securities exchanges to adopt listing standards requiring listed companies to develop and implement policies providing for the recovery...

Voting Of Shares Held By Multiple Owners

Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting trustees, or persons entitled...

Is The End Of FINRA Drawing Nigh?

AThe Financial Industry Regulatory Authority, aka FINRA, is a non-profit Delaware corporation. It was formed in 2007 by the combination of the National Association of Securities Dealers, Inc. and the regulatory arm of the New York Stock Exchange,...

Delaware Now Authorizes Exculpation Of Officers, But On What Basis?

Effective August 1, 2022, Delaware amended Section 102(b)(7) of its General Corporation Law to allow a Delaware corporation to include in its certificate of incorporation a provision exculpating certain of its officers. Notably and unlike the...

Judge Rules CFL Applies To Cryptocurrency Lending

The California Financing Law prohibits any person from engaging in the business of a "finance lender" without a license from the Department of Financial Protection & Innovation.  Cal. Fin. Code § 22100(a).  The CFL provides that a "'finance lender' ...

Nevada Supreme Court Affirms Contemporaneous Ownership Requirement In LLC Derivative Action

I a short order of affirmance issued last week, the Nevada Supreme Court affirmed a basic requirement of derivative litigation. J. McDonald Co. v. Tropical & Losee, LLC, 2022 WL 6833521 (Nev. Oct. 11, 2022).  The case involved an attempt by J....

When Selling Partnership Interests May Require A Real Estate Broker's License

The definition of a "real estate broker" under the California Real Estate Law encompasses much more than simply selling real estate.   For example, Business & Professions Code Section 10131.3 defines a real estate broker as "a person who, for another...