In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share. The gross proceeds of the offering to the company and...
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As a corporate lawyer, it is hard to ignore the Delaware Supreme Court's opinion in Smith v. Van Gorkom, 488 A.2d 858 (1985) overruled on other grounds Gantler v. Stephens, 965 A.2d 695 (Del. 2009). Professor Stephen Bainbridge has called it "one of...
Practitioners under California's Revised Uniform Limited Liability Company Act will be familiar with the concept of an "operating agreement" (Cal. Corp. Code § 17701.02(s)). Indeed, I expect that nearly every LLC formed under the CARULLCA has, or...
Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 provide similar, but not the same, definitions of a "security". See Making A List Of Securities And Checking It Twice. Although these lists are expansive, courts...
California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular...
Theranos' anni horrorum began in October 2015 with the publication of a story by investigative reporter John Carreyrou at The Wall Street Journal. Lawsuits and government investigations ensued. Although the Theranos recently announced agreements...
In 2015, the California legislature refurbished the Uniform Fraudulent Transfer Act and rechristened it as the Uniform Voidable Transactions Act. 2015 Cal. Stats. Ch. 44 (SB 161 (Vidak)). The UFTA has not left the stage entirely as courts continue...
The California Secretary of State's office is the repository for a vast a disparate number of filings. Few people, for example, may be aware that they may register with the Secretary of State's office as a successor-in-interest to a deceased...
California's version of the Revised Uniform Limited Liability Company Act expressly subjects members to potential alter ego liability:
