California Corporate & Securities Law

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...

Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. Regulation D is a series of...

The many California laws are intended to protect borrowers.  The California Financing Law, for example, provides that it is to be liberally construed to, among other things, "protect borrowers against unfair practices by some lenders, having due...

The California Corporate Securities Law of 1968 applies a tripartite classification scheme to securities transactions. Corporations Code Section 25110 requires qualification of issuer transactions; Section 25120 requires qualification of...

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it unlawful for any person to...

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of reverse stock splits...

As has been discussed in previous posts, Part 5 of the Corporation Securities Law of 1968 establishes violations and Part 6 prescribes remedies. For example, Corporations Code Section 25401 in Part 5 provides, in part, that it is unlawful for any...

A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls".   A "patent troll" is a company, typically that does not produce any product or provide any service, that purchase patents for...

In June of last year,  noted the introduction of a bill that would subject digital financial asset businesses to licensing in California.  See California Fingers Digital Financial Asset Businesses For Licensing. In September, Governor Gavin Newsom...