Securities, California, Board of Directors

Is A Change In Transfer Restrictions In A Shareholder Agreement Subject To Qualification?

Allen Matkins on 8/27/2024

A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968. For the purpose of that discussion, it is important to recognize that not...more

Does Amending A Shareholders Agreement Require Qualification Under The California Corporate Securities Law?

Allen Matkins on 8/21/2024

A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL...more

Reverse Stock Splits And The California Corporate Securities Law

Allen Matkins on 4/3/2024

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more

Is An Option Exercise Non Bis In Idem?

Allen Matkins on 1/16/2024

Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more

Are Reverse Stock Splits Subject To Qualification In California?

Allen Matkins on 8/4/2023

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of...more

Ninth Circuit Holds Loss Causation Required For California Securities Claim

Allen Matkins on 5/20/2021

Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state...more