Why Section 11 Is A Big Deal

Many law firms will undoubtedly publish alerts on yesterday's decision by the Ninth Circuit Court of Appeals in Pirani v. Slack Techs., 2021 U.S. App. LEXIS 28319.   The court held that issue arose from  the New York Stock Exchange's rule allowing...

Nevada Begins 81st Legislative Session With Proposal For Significant Corporate Law Changes

On Monday, the Nevada legislature commenced its 81st session.   The legislature meets biennially in odd numbered years.  The Session is limited to 120 days.  Nev. Const. Art. 4, § 2.  Yesterday, Senator James Ohrenschall introduced SB 95 which would...

California Court Rules Federal Forum Provision To Be "Procedurally unconscionable. Indeed, glaringly so."

In the wake of the U.S. Supreme Court's decision in Cyan Inc. v. Beaver Co. Employees Retirement Fund, 138 S. Ct. 1061 (2018) and the Delaware Supreme Court's subsequent holding Salzberg v. Sciabacucchi, 227 A.3d 102 (2020), many Delaware...

Did James Joyce Inspire Howey?

Anyone who has studied securities regulation has been exposed to the United States Supreme Court's decision in SEC v. W.J. Howey, 328 U.S. 293 (1946) establishing the definition of  "investment contract" under the Securities Act of 1933.  The...

Cyan And The California Company

On March 20, 2018, the United States Supreme Court issued its decision in Cyan, Inc. v. Beaver County Employees Retirement Fund, reaffirming that a class action alleging only violations of the federal Securities Act of 1933 could be brought in...

Are Limited Liability Companies "Persons"?

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934.  Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs.  Congress has since...

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