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Patronage Capital Case Successfully Removed to Federal Court

In December 2015, two plaintiffs filed a class action complaint against Pennsylvania’s REA Energy Cooperative, Inc. The complaint, which was filed on behalf of current and former cooperative members, asserted that REA must...more

SEC Prevails in Regulation A+ Litigation

Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a “Tier 2 Offering”). Tier 2 Offerings are not...more

Corporate and Financial Weekly Digest - Volume XI, Issue 24

SEC/CORPORATE - DC Circuit Court Rejects States’ Challenge of Blue Sky Preemption Under Regulation A+ - On June 14, the Federal Court of Appeals for the District of Columbia (the DC Circuit) rejected challenges...more

Is A Blue Sky Exemption For Farms Sustainable?

Today, California regulates the offer and sale of securities more by exemption than qualification. In addition, California and other states have lost authority over a significant amount of securities transactions due to...more

Second Circuit Limits Creditors’ Ability to Claw Back LBO Payments

A recent decision by the U.S. Court of Appeals for the Second Circuit, In re Tribune Company Fraudulent Conveyance Litigation,1 represents a significant victory for shareholders who may get cashed out in connection with a...more

Bill Threatens To Yank Qualification Upon Any Change In Management

Sometimes, I run across bills that seem to defy rational explanation. AB 2610 (Holden) appeared to be one such bill. Under the California Corporate Securities Law of 1968, the offer and sale of securities must be...more

Court Holds SEC Filing Is Not Public Disclosure

California has patterned its false claim law, Cal. Gov’t Code §§ 12650 et seq., after the federal False Claims Act. As the names of these laws suggest, they are intended to protect the public fisc from false or fraudulent...more

California’s Bizarre Voting Record Disclosure Requirements

Section 711 of the California Corporations Code is so poorly drafted that it almost defies explanation. According to the legislature’s findings, the ostensible purpose of the statute is to facilitate the informed and active...more

What The SEC Doesn’t Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings. The SEC somewhat misleadingly describes its...more

Preemption Of Secondary Trading Is Fast Becoming More Obscure

Secondary trading of securities in California must be qualified unless exempt or not subject to qualification due to federal preemption. Cal. Corp. Code § 25130. Similarly, the offer and sale of securities are subject to...more

Second Circuit Allows Whistleblower Retaliation Protection Without Reporting to SEC

September 10, 2015, in a 2-1 decision in Berman v. Neo@Ogilvy LLC, the US Court of Appeals for the Second Circuit ruled that whistleblowers who report securities law violations internally but not to the US Securities and...more

This Week In Securities Litigation

The Sixth Circuit last week concluded that Morrison, which held that Section 10(b) does not have extraterritorial reach, is inapplicable to Advisers Act Section 10(b). The DC Circuit, on rehearing, reaffirmed its prior...more

ERISA: Clarity on When ERISA Applies to Working Owners of Small Companies

You probably already know that in small, wholly owned “mom and pop” businesses, benefits covering only the owners of the business may be exempt from ERISA....more

What The SEC Pretermitted In Proposing Clawback Policy Rule

The Securities and Exchange Commission began the month by issuing proposed rules that would direct national securities exchanges and associations to establish listing standards requiring companies to adopt policies that...more

Why The WSJ Is Wrong About SEC Rulemaking On Claw backs

As noted by Broc Romanek, The Wall Street Journal yesterday announced: The Securities and Exchange Commission will soon propose long-awaited rules forcing companies to claw back, or revoke, some of their top...more

SEC Adopts Final Rules on Regulation A+

On March 25, 2015, the Securities and Exchange Commission (SEC) adopted final rules to amend Regulation A pursuant to the mandate under Title IV of the Jumpstart Our Business Startups Act (JOBS Act) that directed the SEC to...more

SEC Adopts Final Rules Expanding Regulation A, Providing a New Option for Offerings Under $50 Million

On March 25, 2015, the SEC formally adopted its final rule amendments governing the expansion of registration exemptions for public offerings of $50 million or less in any 12-month period under Regulation A of the Securities...more

SEC to Vote on Regulation A+ this Wednesday Will State Law Preemption Survive?

On Friday, March 20, 2015, the SEC announced it will vote on its proposed changes to Regulation A at an open meeting on Wednesday, March 25, 2015. These changes are generally referred to as Regulation A+ and are meant to...more

Second Circuit Declines To Apply California Securities Law In Auction Rate Securities Case

In May 2011, I wrote about U.S. District Court Judge Susan Illston’s decision allowing a purchaser of auction rate securities to pursue claims under the California Corporations Code against Deutsche Bank Securities Inc. ...more

NASAA Slams The JOBS Act, But Have The States Really Been Handcuffed?

NASAA isn’t in the business of firing off rockets but it did launch a missile yesterday targeted directly at the JOBS Act. In this press release, NASAA’s president, Jack E. Herstein, is quoted as saying: "The JOBS bill...more

Jobs Or Bucket Shops?

Last week, New York Times columnist Gail Collins wrote this Op-Ed piece criticizing the Jumpstart Our Business Startups (aka JOBS) Act (H.R. 3606). Dave Lynn provided a good summary of the bill in this posting on...more

The NAFTA, Preemption And Where In the World Are The Reservations?

Earlier, I wrote this post about the exemption from registration found in Section 3(a)(2) of the Securities Act for “any security issued or guaranteed by any bank”. For purposes of this statute, a “bank” generally means “any...more

California Corporation Fails To Persuade SEC That Cumulative Voting Proposal Can Be Excluded Under Rule 14a-8

Although Rule 14a-8 is a federal rule, its application often turns on state corporate law. In most cases, the state law in question is the Delaware General Corporation Law because companies subject to the SEC’s proxy rules...more

The Internal Affairs Doctrine – California May Not Be Standing Alone

Delaware lawyers undoubtedly regard the Delaware Supreme Court’s decision in VantagePoint v. Examen, Inc., 871 A. 2d 1108 (Del. 2005) as the last word on the internal affairs doctrine. In that case, the Delaware Supreme...more

Morrison v. National Australia Bank

Transcript Oral Argument March 29, 2010U.S. Supreme Court

This is the transcript of oral argument heard by the Supreme Court in Morrison v. National Bank of Australia on March 29, 2010. The case centers on so called “F-Cubed” securities class actions. The issue to be determined...more

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