Jones Day Talks®: Corporate Fraud Investigations in 2025: Lessons, Trends, and Need-to-Knows
The SEC's Reach Beyond Publicly Traded Companies
The Justice Insiders Podcast: Jarkesy’s Implications for the Administrative State
Turning up the Heat – A Look at the FTC’s Groundbreaking Fine Against Bankrupt Digital Asset Services Provider Celsius Network LLC - The Crypto Exchange Podcast
Blue Sky Laws: Defending State-Level Securities Violations
The Justice Insiders: The Administrative State is Not Your Friend - A Conversation with Professor Richard Epstein
Four Decision Points in SEC Securities Investigations
Business and Legal Issues Around Blockchain and Cryptocurrencies
The "Compass Rose" Method for Corporate Witness Interviews
Podcast: Credit Funds: Compliance Considerations for Valuation
Life Sciences Quarterly (Q3 2019): SEC Enforcement and Class Actions Regarding FDA Communications
Insider Trading News - Ralph Siciliano discusses US v. Newman
SEC Whistleblower Program: What Employers Need to Know
On May 9, 2025, Judge Edward J. Davila of the Northern District of California granted a motion to dismiss a purported securities class action against a grocery delivery company (the “Company”), certain of its officers and...more
On April 28, 2025, Judge Edward M. Chen of the United States District Court for the Northern District of California dismissed a putative securities fraud class action asserting claims against a solar panel manufacturer (the...more
On April 23, 2025, the Fourth Appellate District Court of Appeal of the State of California affirmed the dismissal of a putative class action asserting claims under the Securities Act of 1933 against an electric vehicle...more
On April 18, 2025, Judge André Birotte Jr. of the Central District of California granted a motion to dismiss a putative class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the...more
In my experience, many securities lawyers are well versed in the federal securities laws, but have little experience with state securities laws. This is understandable because federal law in many cases preempts state...more
In securities class actions, the motion to dismiss is the key event. If the company wins, the case goes away and costly discovery is avoided. If shareholders win, a significant settlement in the future is likely. In these...more
On November 26, 2024, Judge Jon S. Tigar of the United States District Court for the Northern District of California granted a motion to dismiss a putative securities fraud class action against a subscription streaming...more
In S.E.C. v. Jarkesy, 2024 WL 3187811 (June 27, 2024), the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh...more
Yesterday, the United States Supreme Court held that when the Securities and Exchange Commission seeks civil penalties against a defendant for securities fraud, the Seventh Amendment to the U.S. Constitution entitles the...more
Yesterday, the California Department of Financial Protection & Innovation warned investors that an "entity calling itself “Hartman Cain & Associates,” which represents itself as a law firm based in California, and operates...more
Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices. One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a...more
Recently, I wrote about the ruling in Cress v. Nexo Financial LLC, 2023 WL 6609352 (Oct. 10, 2023). Today's post covers a different issue addressed in that case - to what extent does California's securities law preclude...more
On October 4, 2023, Martin Estrada, U.S. Attorney for the Central District of California (CDCA), announced the formation of a Corporate and Securities Fraud Strike Force (the “Strike Force”), a new CDCA section designed to...more
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
On October 4, U.S. Attorney for the Central District of California Martin Estrada announced the formation of a new task force, the Corporate and Securities Fraud Strike Force....more
Early this week, the California Department of Financial Protection and Innovation issued desist and refrain orders alleging violations by the following individual and entities...more
On January 22, 2023, Judge Percy Anderson of the United States District Court for the Central District of California granted a motion to dismiss the third amended class action complaint (“TAC”) in a putative class action...more
California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification. Most...more
In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500? Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful...more
Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading. This case was unusual because Mr. Panuwar did not trade in the securities of his employer,...more
In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a...more
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. ...more
A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code. The suit arose from the plaintiff's claim that certain facts were not disclosed to him...more
Section 25401 of the California Corporations Code, which was modeled on Section 12(a)(2) of the Securities Act of 1933, provides...more
On September 11, 2020, Judge William H. Orrick of the Northern District of California denied a motion to dismiss a putative securities class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more