California Corporate & Securities Law

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...

California, unlike the federal government, has codified its prohibition on insider trading.  Corporations Code Section 25402 provides:

Earlier this week, two senior officials at the Securities and Exchange Commission issued this statement elucidating a "framework for 'investment contract' analysis of digital assets".  The Framework applies the tripartite test fashioned by the United...

Last May, I wrote about U.S. District Court Judge Arthur D. Spatt's ruling in Hatteras Enters. v. Forsythe Cosmetic Grp., Ltd., 2018 U.S. Dist. LEXIS 68792. That post concerned Judge Spatt's decision to apply California's Corporate Securities Law of...

John Jenkins at the The Mentor Blog wrote this morning about the Securities and Exchange Commission's relaxed approach to remedying unregistered initial coin offerings (aka ICOs). According to John, the SEC is allowing an unregistered ICO to remedy...