On July 9, 2025, Judge P. Casey Pitts of the United States District Court for the Northern District of California largely declined to dismiss a putative securities class action asserting claims under the Securities Exchange...more
On June 23, 2025, Judge Araceli Martínez-Olguín of the Northern District of California granted a motion to dismiss a consolidated securities class action brought against a footwear and apparel company (the “Company”) and...more
On June 6, 2025, Judge Richard Seeborg of the United States District Court for the Northern District of California granted without prejudice a motion to dismiss a putative securities fraud class action against a developer of...more
On June 3, 2025, Judge Jacqueline S. Corley of the Northern District of California granted in part a motion to dismiss a putative securities class action brought against a medical devices company (the “Company”), its CEO, 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 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
Yesterday's Wall Street Journal includes a story about the possible delisting of shares of Chinese companies. Shares of companies that are listed, or authorized for listing, on a national securities exchange (or tier or...more
California Doctor to Pay $3 Million for Insider Trading - On December 18, a California oncologist agreed to pay the US Securities and Exchange Commission (SEC) $3 million to resolve allegations of insider trading. The SEC...more
On September 30, 2024, Judge Araceli Martínez-Olguín of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss a putative class action asserting claims...more
Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,”...more
Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security. It is therefore similar to Rule...more
A recent California district court addressed the question of whether, for insurance coverage purposes, a SOX whistleblower claim is a “securities claim,” and answered that question in the affirmative. Skye Bioscience v....more
On February 3, 2023, a federal California jury found Elon Musk not liable for losses experienced by Tesla investors following his August 2018 tweet stating he had “funding secured” to take the company private. The...more
In June, I reported that Assemblymember Grayson had gutted and amended AB 2269 to establish a "Digital Financial Assets Law" to be administered by the Department of Financial Protection & Innovation. The bill was amended...more
Yesterday's post concerned the California Court of Appeal's holding that statements made in a Form 10-K were "protected activity" under California's Anti-SLAPP statute because they were made "in connection with an issue under...more
On December 2, 2021, Judge Cormac J. Carney of the United Stated District Court for the Central District of California denied, in substantial part, a motion to dismiss a putative securities class action against an electric...more
May a California corporation issue shares that are convertible ex proprio motu into shares of any other class or series or any other of its securities? The answer is "yes" but only if that right is provided in the articles...more