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CALIFORNIA CORPORATE & SECURITIES LAW

Why Some Delaware Corporations Should Be Careful About Relying On This Vice Chancellor’s Ruling

Francis Pileggi in his Delaware Corporate & Commercial Litigation Blog recently wrote that there is no per se duty on the part of a closely held company to disclose financial statements .  In The Ravenswood Investment Company, L.P. v. Winmill & Co. Inc., C.A. No. 7048-VCN (Transcript) (Del. Ch. Feb. 25, 2016), former Vice Chancellor John W. Noble wrote:…

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Ninth Circuit Finds No Reliance On Auditor’s Qualified Opinions

In 2009, the Securities and Exchange Commission sued Danny Pang and his two companies for allegedly defrauding investors of hundreds of millions of dollars by misrepresenting investments in the life insurance policies of senior citizens and in timeshare real estate.  At the same time, the SEC obtained an emergency court order appointing a receiver over…

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Sellers May Find The FAST Act To Be Not So Fast

I’ve devoted several recent posts to the new secondary trading exemption that Congress tacked on to Section 4 of the Securities Act of 1933.  The exemption is poorly drafted and in many cases may prove unusable.  Perhaps this reflects its provenance as part of a large bill devoted primarily to transportation matters – the Fixing…

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