Court Of Chancery Rules Delaware Choice Of Law Does Not Defeat California Securities Law Claim

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...

What Type Of Crime Is Securities Fraud In California?

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

Is The CSL (Over)Due For A Makeover?

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...

DBO Reports Post-Pandemic Spike In Consumer Complaints, Calls and Inquiries

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...

Renegotiating A Limited Partnership Or LLC Agreement?  Don't Forget The California Corporate Securities Law

Twice-Sold Sales?

Bharara Task Force Overlooks California Insider Trading Statute

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...

Court Finds Film Investor's Lawsuit Targeted Defendants' Free Speech Rights

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

Why Your Next Director Might Not Be An LLC

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...

Cryptocurrency Is Now A Cartoon
For those still in the dark about cryptocurrency, the North American Securities Administrators Association (aka NASAA) has released an animated video on the subject.  According to NASAA, the video " focuses on concerns individuals should consider...
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