California Corporate & Securities Law

Yesterday, the United States Supreme Court heard oral argument in Facebook, Inc. v. Amalgamated Bank (S. Ct. Case No. 22-15077).  As presented by Facebook (now known as Meta Platforms, Inc.), the question for the court is as follows:

More than a decade ago, I expressed concern when the Securities and Exchange Commission charged Koss Corporation and one its CEO, Mr. Koss, with filing materially false financial statements after the corporation had discovered that it had been the...

Section 11 of the Securities Act is an anti-fraud statute. Like its Exchange Act cousin, Section 10(b), Section 11 requires (i) an omission or misrepresentation, and (2) that the omission or misrepresentation be material, that is, it would have...

The Securities and Exchange Commission is trying for the third time to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments by resource extraction issuers. In that Act, Congress...

As previously mentioned in this blog, the Securities and Exchange Commission is trying for the third time to implement Congress' directive to adopt rules requiring disclosure by "resource extraction issuers".  See The SEC's Extraction Distraction.  ...

As noted yesterday, the Securities and Exchange Commission has proposed to amend Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Because the proposed rules relate to disclosures by resource...

Shortly before Christmas, the Securities and Exchange Commission proposed to adopt Rule 13q-1 and an amendment to Form SD to implement Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to disclosure of payments...

On Monday, I wrote about whether a director might be an employee following California's enactment the A-B-C test for determining status as an employee.  California, of course, does not determine employment status for all purposes. 

The idea of putting the cart before the horse is not new.  The Second Century C.E. writer Lucian of Samosata used the phrase in his Dialogues of the Dead ("ἡ ἅμαξα τὸν βοῦν"). Although the phrase is now a cliché, it was all that came to mind when...