California Corporate & Securities Law

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...

The Depository Trust Company provides depository and book-entry services and operates a securities settlement system. The DTC's nominee is CeDe & Co. which is generally pronounced as the letters "C" and "D". The name is an abbreviation of...

Before initializations were clever, there was PUHCA, the Public Utility Holding Company Act of 1935. The Securities and Exchange Commission administered the PUHCA mostly by reviewing applications by registered public holding companies for...

Yesterday, the staffs of the North American Securities Administrators Association (NASAA) and the Securities and Exchange Commission (SEC) issued a statement describing the "opportunity zone" program created by the Tax Cuts and Jobs Act. The intent...

Rule 506 is a non-exclusive safe harbor from the registration requirements of the Securities Act of 1933. If an offering meets the conditions of either Rule 506(b) or 506(c), it is deemed to not involve a public offering within the meaning of...

In 1972, the Securities and Exchange Commission adopted what has become known as the "gag rule":

Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled. Notably, the SEC's orders did not use the words "false", "misleading"...

Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act. That may not come of much a surprise since it was modeled on...