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...
legal, McAfee, merger, Securities Litigation, Bylaw, Central Laborers' Pension fund, Delaware law, equitable, forum selection, Intel, internal affairs doctrine, jury trial
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
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
SEC Chairman Jay Clayton launched a sea of news stories last week when he included the following five sentence in a statement on cybersecurity:
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
Posted on
September 14, 2017
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:
Regulation S-K, reasonably likely, Securities Litigation, Item 303, leidos v. Indiana Public Retirement
Scienter In The News Again
Posted on
September 01, 2017
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
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
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
