California Corporate & Securities Law

The application of the securities laws to digital financial assets has been fraught for lawyers and their clients. After taking a hard line that many of these assets were securities under the federal securities laws, the Securities and Exchange...

Last week, the U.S. Securities and Exchange Commission announced that it had settled "charges" against two private companies and one registered investment adviser for failing to timely file Forms D for several unregistered securities offerings in...

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...