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California › Securities Regulation › Securities

Allen Matkins

When Do Blue Sky Laws Apply?

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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

Allen Matkins

Want Of Privity Evidence Dooms Class Claims Against Blockchain Company

Allen Matkins on

The California Corporate Securities Law of 1968 generally requires that the offer and sale of a security in an issuer transaction must be qualified unless exempt or not subject to qualification (due to preemption).  Cal....more

Allen Matkins

There Are Four Answers To The Question "Is A Limited Liability Company Interest Is A Security Under California Law?"

Allen Matkins on

The federal securities laws predate by decades the advent of limited liability companies and the statutory definitions of a "security" under those laws has not been updated to address membership interests in LLCs.  California...more

Allen Matkins

Reverse Stock Splits And The California Corporate Securities Law

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Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers.  A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more

Allen Matkins

When A 20% Interest May Be a 40% Interest

Allen Matkins on

The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents.  However, Section 25120 of the California Corporations Code makes it...more

Allen Matkins

California Securities Claims Can Transend Even Death

Allen Matkins on

As has been discussed in previous posts, Part 5 of the Corporation Securities Law of 1968 establishes violations and Part 6 prescribes remedies.  For example, Corporations Code Section 25401 in Part 5 provides, in part, that...more

Allen Matkins

Knowledge Of Restrictions Dooms Stock Transfers

Allen Matkins on

Two California statutes require that restrictions on transfer be included on share certificates.  Section 8204 of the Commercial Code  provides that "[a] restriction on transfer of a security . . . is ineffective against a...more

Allen Matkins

Court Rules "Thoughtful," "Disciplined," and "Dynamic" Are But Short Blasts Of Wind

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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

Allen Matkins

What Does Rule 144 Have To Do With Dissenters Rights?

Allen Matkins on

Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified...more

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