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CALIFORNIA CORPORATE & SECURITIES LAW

When California Copied Rule 10b-5 Did It Shut The State Courthouse Door To Securities Fraud Suits?

Section 27 of the Securities Exchange Act of 1934 provides: “The district courts of the United States . . . shall have exclusive jurisdiction of violations of [the Exchange Act] or the rules and regulations thereunder, and of all suits in equity and actions at law brought to enforce any liability or duty created by [the…

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When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on jurisdictional grounds. Pfeiffer v. Leedle, 2013 Del. Ch. LEXIS 272 (Del. Ch. Nov. 8, 2013) is a derivative suit alleging that…

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Must Suits/Actions To Enforce Section 25401 Be Brought In The Federal Courts?

Suppose Congress enacts a statute providing that the federal courts will have exclusive jurisdiction of all lawsuits brought to enforce any liability or duty under a federal act or the rules adopted under that act.  If a state later enacts a statute that copies one of the rules adopted under the federal act, can lawsuits seeking to enforce…

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