California Corporate & Securities Law

On the last day of the the current biennium, the California Assembly refused passage of SB 260.  This bill would have required large companies to report annually on their greenhouse gas emissions. Despite significant opposition, the bill had moved...

Readers of this space will know that I was an early critic of the SEC's whistleblower program.  In 2016, for example, I observed that the SEC had awarded $136 million to only 37 individuals.  Earlier, I posted five theses regarding the SEC's program:

Seven years ago, the Securities and Exchange Commission proposed rules that would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to develop and implement a...

As has been widely reported, the Fifth Circuit Court of Appeals this week addressed the legal status of the administrative courts of the Securities and Exchange Commission.  In short, the Court held:

In 1972, the Securities and Exchange Commission announced its "policy not to permit a defendant or respondent to consent to a judgment or order that imposes a sanction while denying the allegations in the complaint or order for proceedings. In this...

On Wednesday, President Biden announced that he has nominated Mark Uyeda to serve as a member of the Securities and Exchange Commission. Mark's work history as an attorney at the SEC should equip him well to serve as a Commissioner. He previously...

Earlier this week, the Securities and Exchange Commission issued a proposed rule change that would require companies to make specific climate-related disclosures when filing a Securities Act or Exchange Act registration statement or an Exchange Act...

In Dirks v. SEC, 463 U.S. 646 (1983), the United States Supreme Court found that a tippee may be liable for trading on the basis of material, nonpublic information if he or she knows that the tipper disclosed inside information in breach of a duty...

Earlier this month, the Securities and Exchange Commission proposed rule amendments that would require an issuer, including a foreign private issuer and certain registered closed-end funds, to report any purchase made by or on behalf of the issuer...