The application of the securities laws to digital financial assets has been fraught for lawyers and their clients. After taking a hard line that many of these assets were securities under the federal securities laws, the Securities and Exchange Commission…

Globe Photos, Inc. owned a portfolio of millions of images of celebrities and musicians, including Marilyn Monroe, the Beatles, and Jimi Hendrix, some taken by famous photographers such as Frank Worth.  Despite these assets, Globe didn’t make a go of…

Last year, I reported that the stockholders of Fidelity National Financial, Inc. had failed to approve a proposal to convert the corporation from a Delaware to a Nevada corporation.  The company has not given up on the proposal.  Yesterday, it…

Last week, the United States General Services Administration, Department of Education, and Department of Health and Human Services sent a letter to Alan M. Garber, the President of Harvard University, and Penny Pritzker, Lead Member of the Harvard Corporation.  The…

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 qualification/registration requirements, even with respect to offerings that are exempt…

Only a few publicly traded corporations are incorporated in California.  Most either started life in Delaware or later decamped to that state (and more recently other states).  Nonetheless, many of these corporations have their principal offices in California and/or significant…

In recognition of the beginning of Passover at sunset tomorrow, today’s post reprises this post from 2015:

The Jewish holiday of Passover begins at sundown this evening [In 2025, Passover begins on April 12].  In preparation for Passover, observant Jews…