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...
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...
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...
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,...
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...
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...
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...
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...
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...
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...
Keith Paul Bishop
