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Securities Fraud California Corporations Code

Allen Matkins

Judge Rules Plaintiff Lacked Standing To Claim Damages Whilst Still Holding Securities

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Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices.  One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a...more

Allen Matkins

A Form D Is Not A Registration Statement And Why It Might Matter

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Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...more

Allen Matkins

A Truly Piscatory Exemption

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California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification.  Most...more

Allen Matkins

Why Privity Matters

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In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500?  Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful...more

Allen Matkins

Something Is Missing From Section 1203

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In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a...more

Allen Matkins

Securities Claim Fails Because Option Exercise Is Not A Sale

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A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code.  The suit arose from the plaintiff's claim that certain facts were not disclosed to him...more

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