California Corporate & Securities Law

I often hear lawyers ask witnesses X is a "fair statement". When I hear this expression, I wonder do they mean is X an accurate statement or something else? If they mean that the statement is literally "fair", as in just and equitable, then the...

Nearly a decade ago, I commented on the ambiguity that inheres in "shall":

Over five years ago, the Securities and Exchange Commission proposed amendments to its Rules of Practice to require persons involved in SEC administrative proceedings to file and serve documents electronically.  I was the first person to submit ...

Yesterday, the Securities and Exchange Commission adopted final rules for the disclosure of payments by "resource extraction issuers".  These rules implement Section 13(q) of the Securities Exchange Act of 1934. Section 13(q) was added by the...

As has been widely reported, the Securities and Exchange Commission this week adopted amendments to Regulation S-K which it describes as modernizing "the description of business, legal proceedings, and risk factor disclosures that registrants are...

Scriptophily is the study and collection of stock and bond certificates. These certificates may be of historical interest because they evidenced securities issued by well-known companies. They also may be collected as works of art. The artistic...

Earlier this month, the U.S. Supreme Court heard oral argument in Liu v. Securities and Exchange Commission.  The question before the court was whether a district court, in a civil enforcement action brought by the Securities and Exchange Commission,...

Under the federal Administrative Procedure Act's informal rule making mandate, agencies must give interested persons an opportunity to participate in rule making through submission of written data, views, or arguments with or without opportunity for...

In an en banc decision issued yesterday, the Ninth Circuit Court of Appeals reversed U.S. District Court Judge Edward M. Chen's denial of a preliminary injunction in an action challenging a San Francisco ordinance requires health warnings on...