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Cryptocurrency Is Now A Cartoon

For those still in the dark about cryptocurrency, the North American Securities Administrators Association (aka NASAA) has released an animated video on the subject.  According to NASAA, the video " focuses on concerns individuals should consider...

California Securities Laws

Why Be Wary Of Section 11 Liability?

Last Friday's post discussed the possibility of avoiding potential liability under Section 11 of the Securities Act by relying on the Section 3(a)(10) exemption from registration.  Eliminating Section 11 liability does not eliminate liability under...

How To Avoid A Section 11 Liability In A Stock-For-Stock Merger

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 specified persons "in case any...

Corporate Securities Law

How A Voting Shift Can Cut Short A Director's Term

Upon hearing that a "voting shift" has occurred, one might infer that there has been some change in the historical voting patterns.  The California General Corporation Law, however, defines the term very differently:

"'Voting shift' means a change,...

General Corporation Law

You Might Be A Member Of The California Militia And Not Even Know It

Veterans Day falls on November 11 of each year because the First World War famously ended at the 11th hour of the 11th day of the 11th month.  California public offices, however, were closed yesterday on November 12.  Why?  The answer can be found...

New California Labor Code Statute Results In Enforceable Covenant Not To Compete

In October 2016, I wrote about a newly enacted statute, Labor Code Section 925.  That statute prohibits an employer from requiring an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that...

Choice of Law/Conflict of Law

California Court Tackles Question Of When An Amendment Is A New Agreement

The parties to an agreement agree upon a change to the terms.  Should the change be labeled an "amendment" or a "new agreement".  Often this will simply be a question of nomenclature.  Sometimes, however, more the difference between an amendment and...

California Sui Generis

Exchange Reorganizations Versus Share Exchange Tender Offers

The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law.  Below is a chart that summarizes the differences between...

California Corporations Code

Are Share Exchange Tender Offers Limited Only To Acquisitions Of California Corporations?

Recent posts have been discussing  California's regulation of "share exchange tender offers".  Corporations Code Section 183.5 defines a "share exchange tender offer" as:

"any acquisition by one corporation in exchange in whole or in part for its...

Shareholder Approval And Share Exchange Tender Offers

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law.  Briefly, both involve the exchange of equity...

General Corporation Law

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