If Form 10-K Statements Are "Protected Activity", What About Form 8-K and 10-Q Filings?

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...

Court Rules "Thoughtful," "Disciplined," and "Dynamic" Are But Short Blasts Of Wind

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...

Does Diction Dictate A Complaint's Success?

"Words, Words, Words"

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.

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...

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...

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...

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:

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:

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