Overcoming A Securities Overissue

I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law.  The Corporate Securities Law of 1968, Cal. Corp. Code § 25000 et seq., is generally concerned with the offer and sale of securities in California.  The Uniform Commercial Code –

Court Of Appeal Upholds Unsigned Stock Option Agreement

In an opinion handed down yesterday, the Fourth District Court of Appeal upheld an “oral” stock option agreement.  Maughan v. Correia, Cal. Ct. of Appeal Case No. D058957 (Oct. 24, 2012).  The case arose from a fight between a brother and sister over ownership in a family run corporation.  The sister had sued her brother to enforce

The Law Governing Investment Securities May Be A Matter Of Choice

One might expect that the rights and duties of a California issuer with respect to the registration of transfer of investment securities would be governed by California law.  After all, Section 8110(a) of the California Uniform Commercial Code provides that the local law of an issuer’s jurisdiction applies to such matters and Section 8110(d) defines