California Corporate & Securities Law

Last week, the U.S. Securities and Exchange Commission's Director of Enforcement  celebrated a jury verdict in its insider trading case against Matthew Panuwat:

Earlier this week, the Securities and Exchange Commission adopted amendments to Rule 10b5-1 under the Securities Exchange Act of 1934 which provides affirmative defenses to trading on the basis of material nonpublic information. The amendments add...

Last week, the Securities and Exchange Commission announced that it had filed a complaint against the Chief Information Officer of pharmaceutical company Viatris Inc. (formerly known as Mylan N.V.). The SEC is alleging that the CTO tipped his friend...

Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading. This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its yet-to-be...

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A)....

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...

All securities transactions by members and employees of the Securities and Exchange Commission must comply with 5 CFR § 200.735-5 which in turn requires compliance with 5 CFR § 4401.102. In general, § 4401.102 adopts a "possession" standard for...

In U.S. v. O'Hagan, 521 U.S. 642 (1997), the United States Supreme Court held that that a person who misappropriates material nonpublic information from the source of the information may be guilty of insider trading even though he or she did not owe...

Yesterday, I wrote about Judge Claudia Wilken's recent ruling that the internal affairs doctrine does not supplant California's insider trading statute, Corp. Code § 25402. In re McKesson Corp. Derivative Litig., 2018 U.S. Dist. LEXIS 81049. While...