Nonprofit Basics: How To Wind up a California Charity
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
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
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more
Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more
Treasury shares are shares that a corporation has issued and then reacquired but not retired. Hence, they are shares that have been issued but are no longer outstanding. In some states, treasury shares retain some legal...more
On Monday, the trustee of the Woodbridge Liquidation Trust filed a lawsuit against numerous law firms and lawyers. The trustee's lawsuit relates to the reportedly $1.3 billion Ponzi scheme allegedly orchestrated by Robert H....more
Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud. Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section...more
Section 12(a) of the Securities Act of 1933 covers two types of civil liability. Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of...more
California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates. Cal. Corp. Code § 25109. Both of these certificates are also found...more
Earlier this week, the Delaware Court of Chancery held in Sciabacucchi v. Salzberg, No. 2017-0931-JTL (Del. Ch. 2018), that corporate forum-selection provisions are ineffective as to claims under the federal Securities Act of...more
John Jenkins at DealLawyers.com recently wrote about Section 11 claims being filed in state court by purchasers in stock-for-stock mergers. Section 11 of the Securities Act of 1933 authorizes a cause of action against...more
My post on October 19, 2018, post concerned liability under Section 12(a) of the Securities Act of 1933. As noted in the post, Section 12(a)(2), unlike Section 12(a)(1), is an antifraud statute. It imposes liability on any...more
On August 10, 2018, United States District Judge Phyllis J. Hamilton of the United States District Court for the Northern District of California denied a motion to remand to state court a putative securities class action...more
Section 3(a)(10) of the Securities Act provides an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions. There are several conditions to the exemption, including...more
Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security. D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS...more
Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e). Readers will recall that Rule 701 is an exemption from the...more
In preceding posts, I commented on the multifarious definitions of “person” in the Securities Act of 1933, the Exchange Act of 1934 and various laws within the California Corporations Code. As noted, the Corporations Code’s...more
Last Friday, I observed that the definitions of “person” found in the Securities Act and the Securities Exchange Act are oddly incongruous. The California Corporations Code is similarly inharmonious. Section 18 of the Code,...more
Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more
In yesterday’s post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate...more
In prior posts, I’ve cast a jaundiced eye on last year’s amendment of California’s general securities fraud statute, Corporations Code Section 25401. See Die Verwandlung: How The Legislature Likely Raised The Bar On...more