California Corporate & Securities Law

What happens when a fundamental policy collides with an unwaivable right?  At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr.  in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14.  In that case, the fundamental...

Section 25401 of the California Corporations Code, which was modeled on Section 12(a)(2) of the Securities Act of 1933, provides:

One of the first registered public offerings that I worked on was for a small technology company.  The lead underwriter was a regional investment banking firm.  Although he had considerably more experience in securities law than me, the...

The California Department of Business Oversight announced last week that it has experienced a dramatic increase in consumer complaints, calls and inquiries following the onset of the Covid-19 pandemic.  According to the Department, consumer...

Twice-Sold Sales?

I have long advocated for a federal statutory definition of insider trading because I believe that the current approach has been for the courts to convict first and then explicate the theory supporting the conviction in a later appellate opinion. ...

The introductory paragraph in Ojjeh v. Brown, 2019 Cal. App. LEXIS 1304, suggests that the case may involve allegations of securities fraud:

From time to time the question arises about whether a limited liability company, corporation or some other form of entity might serve as a director.  This is, in fact, a question that I tackled four years ago in this post.  The short answer is that...