California Corporate & Securities Law

It is an odd-numbered year and this means that the Nevada legislature is back in Carson City for its 82nd session.  One of the bills that it will be considering is AB 67 which would create a restitution fund for some, but not all, victims of...

In this post yesterday, John Jenkins took aim at issuer's that characterize themselves as "leading".  He notes that the SEC Staff has and continues to comment on such characterizations.  I think that in some casesthese comments are a waste of time...

Yesterday's post concerned the California Court of Appeal's holding that statements made in a Form 10-K were "protected activity" under California's Anti-SLAPP statute because they were made "in connection with an issue under consideration or review...

Semper Midas Fund, Ltd was formed for to invest primarily in mortgage-related instruments. Five months after investing over $300,000 in the fund, the Alan Kalin was told that that the fund had lost over 50% of its value. Mr. Kalin filed a lawsuit in...

"Words, Words, Words"

One might expect that a sheriff's sale of stock pursuant to a writ of execution could not result in a viable claim for conversion by a judgment debtor.  A California Court of Appeal, however, has ruled that it could.

In several blog posts, I have commented on the right to a jury trial under California law. This may seem like an inapposite subject for a blog devoted to corporate and securities law issues. Nonetheless, I have prognosticated that the right to a...

A few years back, I criticized the amendment of California Corporations Code Section 25401 to conform to Rule 10b-5 under the Securities Exchange Act of 1934.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against...

Yesterday, I discussed the recent hack of the Securities and Exchange Systems' electronic filing and retrieval system commonly referred to as EDGAR.  In a written statement disclosing the hack, Chairman Jay Clayton speculated that the incident may...