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CALIFORNIA CORPORATE & SECURITIES LAW

Condominiums And The California Corporate Securities Law

Some four years ago, I wrote about the Ninth Circuit Court of Appeals’ holding in Salameh v. Tarsadia Hotel, 726 F.3d 1124 (9th Cir. 2013).  For those readers who don’t remember the post or the case, the Court of Appeals held that the plaintiffs had failed to allege the sale of a security under federal or California…

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Verifying The Identity Of Directors

Sometimes, you just can’t be sure whether about the identity of a corporation’s directors.  Doubt can arise for a number of reasons.  Corporate records may be lost entirely.  Corporate records may be incomplete or inconsistent.  Corporate formalities may have been ignored.   In a sea of doubt, how does one find a safe harbor of certitude? California…

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True Or False? Golden Parachutes Benefit Shareholders

Golden parachute arrangements are often included in discussions of anti-takeover devices.  For example, the late Harold Marsh, Jr. in his magnum opus, Marsh’s California Corporation Law, discusses golden parachutes in a section entitled “Defenses of Control”.  Can it be that golden parachutes actually have the opposite effect?  A recent study by Professor Eliezer Fich, Ahn Tran, and Ralph Walkling…

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