California Corporate & Securities Law

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 underwriters'...

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. As...

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...

Last week, I wrote about a recent Court of Appeal decision allowing for the possibility that a sale of shares at a sheriff's sale could amount to conversion.  Duke v. Superior Court, 2017 Cal. App. LEXIS 1116. A fundamental principle underlying the...