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CALIFORNIA CORPORATE & SECURITIES LAW

Section 25501.5 – What Do It Mean?

In 2004, the California Legislature added Section 25501.5 to the Corporate Securities Law of 1968.  Ever since then, I’ve been asked “What do it mean?” Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer…

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Ninth Circuit Declares No General Alter Ego Claim Exists In CA Law

When alter ego is alleged, the question may arise as to whether the theory is to be applied generally (i.e., for all of the creditors) or specifically (i.e., in the particular case presented by the creditor). This question was answered recently by the Ninth Circuit Court of Appeals in Ahcom, Ltd. v. Smeding, 2010 DJDAR…

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California Is The Largest Issuer In The United States

On September 21, 2010, the Securities and Exchange Commission held its first in a series of hearings concerning the municipal securities markets.   California Treasurer Bill Lockyer submitted these written remarks.  In these remarks, the Treasurer mentions that last year California was “the largest issuer in the nation including corporate issuers” (with certain footnoted exceptions). In…

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Victims of Corporate Fraud Fund

In the waning days of the 2001-2002 legislative session, then Assemblymember Kevin Shelley gutted and amended AB 55.  As introduced, AB 55 would have amended the Elections Code.  Instead, AB 55 became the vehicle for the enactment of the deeply flawed California Corporate Disclosure Act. In the ensuing years, most practitioners and their clients have…

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