California Corporate & Securities Law

Section 25401 of the Corporations Code is California's securities fraud statute.  Readers of this space will know that that scienter was not required under the former version of the statute but that the legislature rewrote Section 25401 to conform to...

A common misconception is that the securities laws of an issuer's state of formation govern all offers and sales of that issuer's securities. In California, however, the application of the state's securities laws turns on whether an offer or sale...

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud. Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section 10(b) of the Securities...

In general terms, an annuity contract involves the payment of money in return for a promise to receive payments on some periodic basis in the future. An obvious question therefore might be whether an annuity contract is a security. The answer...

After a five week trial, a San Diego jury convicted Ronald Duane Dunham of multiple crimes, including seven counts of securities fraud. He was sentenced to 12 years in prison. After unsuccessfully appealing his conviction to the California Court of...

Fourteen years ago, Congress enacted legislation intended to protect consumers and investors from settlements in which plaintiffs' attorneys pulled in large fees while their clients (the class members) received little. In one (in)famous case, for...

Section 12(a) of the Securities Act of 1933 covers two types of civil liability. Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities. Section 12(a)(2)...

California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates. Cal. Corp. Code § 25109. Both of these certificates are also found in the definition of...

As has been widely reported, the United States Supreme Court has dismissed as improvidently granted the writ of certiorari in Emulex Corporation v. Varjabedian.  This action leaves standing, at least for the time being, the Ninth Circuit Court of...