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CALIFORNIA CORPORATE & SECURITIES LAW

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…

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Three Questions To Ask Before Incorporating In Delaware

In the business world it was once commonly said that “no one ever was fired for buying IBM”.  Given Delaware’s preeminent market share, the same thinking may underlie a recommendation to incorporate there.  Before making that recommendation, I encourage you to consider the following three questions: Does the corporation want to pay a lot more money in…

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