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Where Do Scriptophilists Obtain Certificates?

Scriptophily is the study and collection of stock and bond certificates.  These certificates may be of historical interest because they evidenced securities issued by well-known companies.  They also may be collected as works of art.  The artistic...

Securities and Exchange Commission

Bill Proposes Bizarre Article Attestation Requirement

The California General Corporation Law provides that one or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation by executing and filing articles of incorporation.  Cal. Corp. Code § 200(a). ...

Legislator Proposes Securities Law Exception For Digital Assets

California's Corporate Securities Law of 1968 defines "security" by providing a long list of financial instruments.  Cal. Corp. Code Section 25107.  Not included on the list are so-called digital assets.  In modern parlance, a digital asset is an...

Corporate Securities Law

A Farraginous Stew Of Share Certificate Legend Requirements

Section 418 of the California Corporations Code requires that the following six statements appear "on the certificate", to the extent applicable:

  1. The fact that the shares are subject to restrictions upon transfer.
  2. If the shares are assessable or...

California Corporations Code

Why Your Stock Certificate Is Not A Security

Securities lawyers typically concern themselves with the federal securities laws (principally, the Securities Act of 1933, the Securities Exchange Act of 1934, and the two '40 Acts) and state "blue sky" laws (e.g., the California, the Corporate...

Uniform Commercial Code

California Appellate Courts Have Yet To Address Caremark

Earlier this week, Professor Stephen Bainbridge wrote about another surviving Caremark claims.  These are claims brought against directors alleging a failure of oversight on the part of directors.  Chancellor Allen famously characterized this theory...

Court Rules That Whistleblower Must Face Trial On Former Employer's Claims

Life is not necessarily all skittles and beer for whistleblowers.  Sometimes, they are sued by the very companies on which they blew the whistle.  Such is the case in the ongoing row in Erhart v. Bofi Holding, Inc., 2020 U.S. Dist. LEXIS 57137. ...

Whistleblowers

Can a breach of fiduciary duty suit be brought directly?

In a recent posting, Professor Stephen Bainbridge breaks down the question of whether breach of fiduciary duty claims by a shareholder may be brought as direct, rather than, derivative claims.  The focus of his discussion is on breach of fiduciary...

derivative action, derivative suit

Why Does DTC Need A Nominee?

Section 416 of the California Corporations Code contemplates that corporations may issue shares in either certificated or uncertificated form.  If the corporations shares are not publicly traded, the holding system is likely to be direct - the...

California Corporations Code

Nevada Secretary Of State Orders Halt To Sports Wagering Program

Although the State of Nevada has long been famous for its legalized gaming industry, gambling has not always been legal in the state.  In 1909, the Nevada legislature made games of chance illegal with the law taking effect in 1910.  After the...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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