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...
View ArticleDid 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...
View ArticleHow 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...
View ArticleScienter 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....
View ArticleThere’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...
View ArticleHacking 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...
View ArticleDoes 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,...
View ArticleSection 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...
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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....
View ArticleSale 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...
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