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CALIFORNIA CORPORATE & SECURITIES LAW

CA Court Holds No Fiduciary Duty To Warrant Holders

Judges must perforce pick and choose from the record what facts to include in their written opinions.  As a result, opinions don’t necessarily tell the whole story and may omit important details.  Recently, for example, I read a blog post by Kevin M. LaCroix entitled “Blog Post Statements Held Actionable Under the Federal Securities Laws“.  When I read…

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50% Shareholder Denied Say In Defense Of Corporation

If two shareholders each own one half of the outstanding shares of a corporation, one might expect that they would have an equal say in just about everything.  It turns out that in some circumstances they won’t. In Coldren v. Hart, King & Coldren, Inc., Cal. Corp. Appeal No. G050202 (July 13, 2015), a shareholder sued the…

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Directors’ Alleged Breach Of Fiduciary Duty Not Subject To Anti-SLAPP Statute

A SLAPP is a strategic lawsuit against public participation.  California enacted Code of Civil Procedure Section 425.16 as an antidote to SLAPP suits.  In general, a SLAPP is subject to a special motion to strike unless the court finds that the plaintiff has established that there is a probability that the plaintiff will prevail on the…

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