California Corporate & Securities Law

The Securities and Exchange Commission yesterday adopted new rules requiring registrants to disclose on Form 8-K any cybersecurity incident which they determine to be material. The new Item 1.05 of Form 8-K requires description of the material...

Yesterday, the California Department of Financial Protection & Innovation announced that it had issued a desist and refrain order against Coinbase, Inc. The order alleges that Coinbase's staking rewards program involved the the offer and sale of...

The Securities and Exchange Commission yesterday adopted amendments to its rules governing share repurchase disclosures.  The SEC first proposed changes to its rules in December 2021. The SEC twice reopened the comment period for different reasons in...

In several recent posts, I have discussed Covington & Burling LLPs opposition to an SEC subpoena demanding that the law firm "name names".  See SEC Suit AgainstCovington& Burling Threatens More Than Attorney-Client Privileged Information, SEC...

Professor Alexander I. Platt at the University of Kansas School of Law has just released a draft of a forthcoming paper that takes the Securities and Exchange Commission to task for the lack of transparency in its whistleblower program, Going...

Recently, Securities and Exchange Commission Commissioner Mark Uyeda recently expressed concern about the the Commission's belief system with respect to its proposed Regulation Best Execution:

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...

On St. Lucia's Day (December 13), the staff of the Securities and Exchange Commission published updates to its compliance and disclosure interpretations (CD&Is) with respect to non-GAAP financial measures.  The following new CD&I caught my eye:

Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the draft JOBS Act 4.0 that...