Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

Why Affixing A Secretary’s Certificate Might Protect The Innocent

Transactional lawyers are used to obtaining officers’ certificates to back up their opinions or to deliver to the other party pursuant to a purchase or sale agreement.  I wonder, however, how many buyers or secured lenders think about asking the corporate seller or borrower to affix a secretary’s certificate to the deed, bill of sale, or security agreement.  If they aren’t…

Share on:

Replacement Of Lost Stock Certificate Is Not An Internal Affair, But So What?

U.S. District Court Judge Edward M. Chen recently ruled that a stockholder could maintain an action under California Corporations Code Section 419 for replacement of a lost, stolen or destroyed certificate.  As just described, the ruling shouldn’t be a surprise.  Section 419 provides that if “a corporation refuses to issue a new share certificate or other certificate in…

Share on:

The Burdens And Standards Of Proof And Review

I expect that that most lawyers can explain the difference between the “burden of proof” and the “standard of proof”.  Some lawyers might be more challenged in distinguishing between “standard of proof” and “standard of “review”.  Others might struggle to explain whether “substantial evidence” and “preponderance of the evidence” are the same.  Conveniently, the Nevada Supreme…

Share on: