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CALIFORNIA CORPORATE & SECURITIES LAW

When “All” Doesn’t Necessarily Mean “All”

In Who Can’t Raise Capital?: The Scylla and Charybdis of Capital Formation, 102 Ky. L.J. 1 (2013-2014), Duke University Professor James D. Cox tackles the widespread criticism of state blue sky laws as barriers to capital formation.  Along the way, he critique’s California’s limited offering exemption (Corp. Code § 25102(f)) as follows: It is ironic, if…

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The Case of Partners Who Aren’t Partners And Chicken Guts

The California Uniform Limited Partnership Act of 2008 defines the term “partner” to mean a limited partner or a general partner.  Cal. Corp. Code § 15901.02(w).  California’s limited offering exemption requires, among other things, that “[a]ll purchasers have a preexisting personal or business relationship with the offeror or any of its partners . . . “. …

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Just Who Is A Promoter And Why You May Want To Know

The California General Corporation Law uses, but does not define, the term “promoter”.  For example, a promoter can be criminally prosecuted.  Corporations Code Section 2251 provides that any promoter “who knowingly and willfully issues or consents to the issuance of certificates for certificated securities, or initial transaction statements or written statements for uncertificated securities, in…

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