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Exceptions To Section 2115

Yesterday's post concerned the application Section 2115 of the California Corporations Code to parent and subsidiary corporations.  A foreign corporation that satisfies the business and shareholder tests of the statute will be subject to numerous...

Pseudo-Foreign Corporations

Parents, Subsidiaries And Section 2115

California famously applies many of the provisions of its General Corporation Law to foreign corporations that meet the specific tests set forth in Corporations Code Section 2115.  The first of these tests is a business test - the average of the...

Pseudo-Foreign Corporations

Is There Securities Fraud Without Reliance And Causation?

Section 25401 of the Corporations Code is California's securities fraud statute.  Readers of this space will know that that scienter was not required under the former version of the statute but that the legislature rewrote Section 25401 to conform...

Corporate Securities Law

CeDe - Acronym, Initialism or Portmanteau?

The Depository Trust Company provides depository and book-entry services and operates a securities settlement system.  The DTC's nominee is CeDe & Co. which is generally pronounced as the letters "C" and "D".  The name is an abbreviation of...

federal securities law

Voting Rights Versus Voting Power - A Distinction With A Difference?

Yesterday's post raised the question whether California Corporations Code Section 400(a) precludes tenured voting.  That statute requires that all shares of any one class have the "same voting, conversion and redemption rights . . . unless the class...

California Corporations Code

Stockholder Tenure And Voting Rights

A recent post by Broc Romanek linked to a MarketWatch article critiquing the new Long Term Stock Exchange.  The article mentions that "The LTSE has also proposed 'long-term voting rights,' wherein a shareholder’s voting power is commensurate with...

General Corporation Law

The PUHCA, A Long Time Passing

Before initializations were clever, there was PUHCA, the Public Utility Holding Company Act of 1935.  The Securities and Exchange Commission administered the PUHCA mostly by reviewing applications by registered public holding companies for...

federal securities law

What Is The Point Of Defined Terms, If The Legislature Fails To Recognize Them?

Chapter 1 of the General Corporation Law includes numerous defined terms, including "corporation", "domestic corporation", and "foreign corporation".  Having taken care to define these terms, however, the legislature ocasionally seems to have...

Section 1800 And The Case Of The Little Shareholder That Could

Section 1800 of the California Corporations Code provides a procedure for the involuntary dissolution of a corporation.  The process begins with the filing of a verified complaint, but only those persons listed in the statute have standing to file...

California Corporations Code

State Of Formation Does Not Define Securities Law's Jurisdiction

A common misconception is that the securities laws of an issuer's state of formation govern all offers and sales of that issuer's securities.  In California, however, the application of the state's securities laws turns on whether an offer or sale...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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