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Sale Of Shares At Sheriff's Sale May Constitute Conversion

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 Duke v. Superior Court, Cal....

Duke v. Superior Court, foreclosure, conversion, Securities Litigation, sheriff's levy

Court Of Appeal Finds No Right To Jury In Shareholder Class Action

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...

legal, McAfee, merger, Securities Litigation, Bylaw, Central Laborers' Pension fund, Delaware law, equitable, forum selection, Intel, internal affairs doctrine, jury trial

Section 25401 - Does No One Know Its History?

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...

Section 12(a)(2), Section 17(a), Securities Litigation, George Santayana, Section 25401

Does The SEC Have Exposure For Tipping Inside Information?

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...

hack, hacking, reckless, scienter, SEC v. Obus, Securities Litigation, EDGAR, Insider Trading, personal benefit

Hacking EDGAR And Insider Trading

SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity:

Notwithstanding our efforts to protect our systems and manage cybersecurity risk, in certain cases cyber...

hacker, hacking, misappropriation theory, Second Circuit, Section 10(b), SEC, Securities Litigation, 574 F.3d 42, classical theory, Insider Trading, Rule 10b-5, SEC v. Dorozhko

There's No Dressing This Up - Item 303(a)(1) Of Regulation S-K Is Unreasonable

In less than a month, the United States Supreme Court will hear oral argument in Leidos, Inc. v. Indiana Public Retirement System (Docket No. 16-581).  The question presented in Leidos is:

Whether the Second Circuit erred in holding - in direct...

Regulation S-K, reasonably likely, Securities Litigation, Item 303, leidos v. Indiana Public Retirement

Scienter In The News Again

In May, I wrote about Judge Gonzolo P. Curiel’s  decision to grant the defendants’ motion to dismiss federal and state securities law claims in Mueller v. San Diego Entm’t Partners, LLC, 2017 U.S. Dist. LEXIS 77643 (S.D. Cal. May 22, 2017).  I...

Mueller v. San Diego, scienter, Securities Litigation, 2017 U.S. Dist. LEXIS 77643, Judge Gonzolo Curiel, Rule 10b-5, Section 25401

How To Confer A $6.9 Million Benefit For Less Than A Half Dollar

In March 2011, the three-member compensation committee of EchoStar Corporation awarded options to purchase 1.5 million shares of company stock to its Chairman, Charles W. Ergen.  According to EchoStar's proxy statement for its 2012 annual meeting,...

Securities Litigation, Attorney's fees, demand futility, derivative suit, EchoStar, Jennifer A. Dorsey, stock option

Did The Co-Founder Of Alcoholics Anonymous Violate Rule 10b-5?

Recently, I enjoyed watching My Name is Bill W., a 1989 movie that starred James Woods, JoBeth Williams and James Garner.  The film tells the story of Alcoholics Anonymous co-founder William Griffith Wilson (aka Bill W.).  In telling his story, the...

Enforcement & Investigations, Salman v. U.S., tippee, Securities Litigation, 463 U.S. 646, Dirks, fiduciary duty, Insider Trading, tipper, William Griffith Wilson

Scienter Requirement May Be A Question Of Timing

On several occasions, I have written about whether scienter is required under Corporations Code Section 25401.  That question surfaced again last week in Judge Gonzolo P. Curiel's ruling on the defendants' motion to dismiss federal and state...

California Securities Laws, Gonzolo P. Curiel, Mueller v. San Diego, Muratsuchi, scienter, Securities Litigation, AB 1517, Chiu, Section 25401, Section 25501

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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