Why Privity Matters

In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500?  Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful a variety of...

Insider Trading Under The CSL - There Is No Shadow Of Turning With Thee

Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading.  This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its...

Court Rules "Thoughtful," "Disciplined," and "Dynamic" Are But Short Blasts Of Wind

Semper Midas Fund, Ltd was formed for to invest primarily in mortgage-related instruments.  Five months after investing over $300,000 in the fund, the Alan Kalin was told that that the fund had lost over 50% of its value.  Mr. Kalin filed a lawsuit...

DFPI Mandates Electronic Filings

When I served as Commissioner of Corporations, the Department had no website and all files were maintained in paper form.  I initiated a project to create electronic records.  Long after my tenure ended, the Department of Business Oversight in 2014...

Securities Claim Fails Because Option Exercise Is Not A Sale

A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code.  The suit arose from the plaintiff's claim that certain facts were not disclosed to him before he exercised his...

Ninth Circuit Holds Loss Causation Required For California Securities Claim

Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state:

List Of Foreign Margin Stocks - Been A Long Time Gone

California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp. Code § 25130.  Transaction...

Does The CSL Observe "No Harm, No Foul"?

The California Corporate Securities Law of 1968 declares it unlawful for any person to offer or sell in this state any security in an issuer, nonissuer, or reorganization transaction unless the sale has been qualified or is exempt or otherwise not...

Court Rules Contract's Choice Of Law Does Not Reach California Securities Law Claims

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

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