Appeals, Securities Litigation, California

Is Bullock v. Rivian the Nail in the Coffin for California State 1933 Act Claims?

Allen Matkins on 5/8/2025

Last month in Bullock v. Rivian Automotive, California’s Fourth District Court of Appeal became the latest to enforce a federal forum provision (FFP) embedded in a Delaware corporation’s charter and affirmed dismissal of a...more

Can Investors Themselves Be Liable For A Failure To Register The Offer And Sale Of Securities?

Allen Matkins on 4/2/2025

Section 12(a)(1) of the Securities Act of 1933 imposes liability on sellers of securities who violate that Act's registration and prospectus delivery requirements. Because the statute refers to sellers, it seems unlikely...more

Despite Discretionary Standard, Courts Still Must Show Their Work

Patterson Belknap Webb & Tyler LLP on 5/2/2023

Although in the Ninth Circuit the decision to revisit an order under FRCP 60 is “highly discretionary,” judges still must explicitly grapple with the relevant factors. That was the clear message sent by Judge Haywood Gilliam...more

California Court of Appeal Holds that a Corporation’s Direct Cause of Action for Breach of Fiduciary Duty is Legal Rather than...

Sheppard Mullin Richter & Hampton LLP on 9/16/2022

In ZF Micro Solutions, Inc. v. TAT Capital Partners, Ltd., 2022 WL 4090879 (Cal. App. Aug. 8, 2022), the Fourth Appellate District of the California Court of Appeal decided, as a matter of first impression, that a...more

California Court of Appeal Clarifies that a Derivative Plaintiff Must Demonstrate Both “Contemporaneous” and “Continuous”...

Sheppard Mullin Richter & Hampton LLP on 5/24/2022

In Sirott v. Superior Court, 2022 Cal. App. LEXIS 389 (Cal. App. May 5, 2022), the First Appellate District of the California Court of Appeal (Humes, J.) analyzed the ownership requirements a plaintiff must satisfy to pursue...more

Los Angeles Superior Court Invalidates California Board Diversity Statute, Rendering It Ripe for Review by the California Court of...

Sheppard Mullin Richter & Hampton LLP on 4/13/2022

In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more

California Court of Appeal Addresses Derivative Standing and Failure of Oversight Claims Under Delaware Law

Sheppard Mullin Richter & Hampton LLP on 4/7/2022

In Tola v. Bryant, No. 16150, 2022 Cal. App. LEXIS 241 (Cal. App. Mar. 24, 2022), the First Appellate District of the California Court of Appeal applied Delaware’s new formulation of the test for determining whether a...more

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