Twice-Sold Sales?

Many lawyers may not realize that an issuer can sell a security even after it has sold that security to an investor.   California Corporations Code Section 25017(a) defines "sale" to include any change in the rights, preferences, privileges, or restrictions of or on outstanding securities.  Section 25120(a)(1) of the Corporations Code further provides that it is unlawful for any person to offer or sell in this state any security in, among other transactions, "an issuer transaction in connection with the rights, preferences, privileges, or restrictions of or on outstanding securities".  Despite the breadth of these provisions, qualification will not be required for most (but not all) amendments due to the existence of numerous exemptions from qualification.