California Corporate & Securities Law

The application of the securities laws to digital financial assets has been fraught for lawyers and their clients. After taking a hard line that many of these assets were securities under the federal securities laws, the Securities and Exchange...

In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws. This is understandable because federal law in many cases preempts state qualification/registration...

Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation, filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the development and operation...

A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL defines the terms "sale" and...

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange listing requirements....

Recently, I wrote about the ruling in Cress v. Nexo Financial LLC,2023 WL 6609352 (Oct. 10, 2023). Today's post covers a different issue addressed in that case - to what extent does California's securities law preclude claims under California's...

Earlier this week, Suzanne Cosgrove wrote about the Commodity Futures Trading Commission's decision to prohibit Congressional Control Contracts, which it described as "cash-settled, binary (yes/no) contracts based on the question: “Will <chamber of...

Yesterday, the California Department of Financial Protection & Innovation announced that it had issued a desist and refrain order against Coinbase, Inc. The order alleges that Coinbase's staking rewards program involved the the offer and sale of...

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...