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Federal Court Finds There Can Be No Control Person Liability Without Primary...
Yesterday, I covered Judge Lewis A. Kaplan’s holding in In re Lehman Bros. Securities & Erisa Litigation, 2012 U.S. Dist. LEXIS 148177 (Oct. 15, 2012) that there is no liability under Corporations...
View ArticleDie Verwandlung: How The Legislature Likely Raised The Bar On Securities...
With the availability of a private cause of action under SEC Rule 10b-5, is there any reason to include a cause of action under California Corporations Code Sections 25401 and 25501? Until the most...
View ArticleTender Of Inflated Price Under Right Of First Refusal Does, And Doesn’t,...
In a short ruling, U.S. District Court Judge Jeffrey S. White recently tackled a claim by a former employer that its departed employee had committed securities fraud when he allegedly failed to...
View ArticleWhy Can’t Government Play By The Same Rules As Hoi Polloi?
The State of California doesn’t like persons who commit securities fraud. Persons who mislead others by means of a written or oral misstatement of a material fact or omission of a material fact can be...
View ArticleCourt Finds No “Road of Imprudence” or “Chasm of Equity” In Section 25504
Faithful readers of this blog will be familiar with the structure of the California Corporate Securities Law. Part 5 of the CSL (Cal. Corp. Code §§ 25400 – 25404) proscribes various conduct and Part 6...
View ArticleA Criminal Waste Of Space Foments Securities Law Problem
California Court of Appeal Justice William W. Bedsworth writes the popular syndicated column “A Criminal Waste of Space”. In this month’s column, Justice Bedsworth expounds on the highly improbable...
View ArticleBill Aims To Negate Scienter
You can thank the Romans for science and the English for knowledge The etymon of “scienter” is sciens which is the present participle form of the Latin verb meaning to know (scire). The English word...
View ArticleIs Rescission Ever Legal?
Yesterday’s post concerned when a corporation’s rescission of the issuance of shares does not constitute a “distribution to its shareholders” as defined in Section 166 of the California Corporations...
View ArticleWhat Do You Know? Bill Proposes To Eliminate Scienter
Corporations Code Section 25401 is California’s basic securities antifraud statute: It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this...
View ArticleScienter 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...
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