California Corporate & Securities Law

Over three years ago, I wrote that California's Office of Administrative Hearings had requested the California Attorney General provide an opinion answering the following question:

California Government Code Section 7603 is short and unambiguous:

Nearly one year ago, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner). The bill, which was enacted in 2015 and took effect last year, created a new exemption from the broker-dealer...

The basic premise underlying most disclosure requirements seems to be that issuers won't disclose to investors unless legally required to do so. Yet, there is ample evidence of issuers making disclosures in the absence of legal compulsion. Below are...

Title I of the Jumpstart Our Business Startups (aka JOBS) Act amended the Securities Act and the Exchange Act to provide some regulatory relief to issuers that qualify as an "emerging growth company".  Recently, the Securities and Exchange Commission

In early January, California Senate President pro Tempore Kevin de León and Assembly Speaker Anthony Rendon jointly announced that the California Legislature had hired outside legal counsel to advise on potential legal challenges with the incoming...

The list of instruments and interests included within the definition of a "security" in California Corporations Code Section 25019 is long. A franchise, however, is not to be found amongst the named. In fact, the statute specifically excludes a...

In December of last year, I wrote about how the Securities and Exchange Commission's Resource Extraction Rule might meet an untimely end.  See There’s Still Time For Congress To Void The SEC’s Resource Extraction Rule (Dec. 14, 2016). The rule, Rule...

 "Not since Clytemnestra and Agamemnon has there been such a mismatch."