California Corporate & Securities Law

California had been one of 16 states that did not require licensing of debt collectors.  That changed last year with the enactment of the Debt Collection Licensing Act.  2020 Cal. Stats. ch. 163 (SB 908). The law takes effect on New Year's Day. The...

Earlier this month, the Securities and Exchange Commission proposed rule amendments that would require an issuer, including a foreign private issuer and certain registered closed-end funds, to report any purchase made by or on behalf of the issuer...

The Securities and Exchange Commission recently proposed to amend its rules to require issuers to disclose share repurchases on a new Form SR which must be furnished "before the end of the first business day on which the share repurchase has been...

Semper Midas Fund, Ltd was formed for to invest primarily in mortgage-related instruments. Five months after investing over $300,000 in the fund, the Alan Kalin was told that that the fund had lost over 50% of its value. Mr. Kalin filed a lawsuit in...

Last August, I alerted readers of this blog to the Department of Financial Protection & Innovation's determination to require all existing licensees under the California Financing Law to transition to the Nationwide Multistate Licensing System. The...

Nonprofit organizations depend heavily upon their volunteers. What if a court were to hold that volunteers were in fact employees entitled to minimum and overtime wages, meal and rest breaks, wage statements and other benefits required by law? The...

Earlier this week, the Securities and Exchange Commission proposed to amend its rules to require issuers to disclose share repurchases within one business day on a new Form SR. The SEC based its proposal on its thesis that "information asymmetries"...

Item 601(b)(5)(i) of Regulation S-K requires that all filings under the Securities Act of 1933 include as an exhibit an opinion of counsel regarding the legality of the securities being registered, indicating whether they will, when sold, be legally...

In this post, Professor Stephen Bainbridge posits that the Delaware Supreme Court incorrectly decided Fliegler v. Lawrence, 361 A.2d 218 (Del. 1976) by requiring that stockholder approval of conflicted transaction requires a majority vote of the...