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Are Limited Liability Companies “Persons”?

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934.  Therefore, it should be no surprise that as originally enacted these acts did not mention LLCs.  Congress has since amended both acts and references to LLCs can now be found in both acts.  Section…

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Did The FBI Violate The CSL?

Earlier this week, the Securities and Exchange Commission announced that it had charged a penny stock promoter in the San Diego area with fraudulently arranging the purchase of $2.5 million worth of shares in a penny stock company in an attempt to generate the false appearance of market interest and induce other investors to purchase the stock.   According to…

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Why The Word “Includes” Conflates The Separation Of Powers

There are many ways to define a term.  Many definitions are “intensional definitions”.   An intensional definition lays down all of the properties required to meet that definition.  For example, Corporations Code Section 185 provides that “Shareholder” means “one who is a holder of record of shares.”  That is, the necessary and sufficient condition for belonging…

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Initiative Seeks To Dehumanize Corporations In California

Are corporations “persons”?  The California Corporations Code answers this question quite directly in Section 18 which defines “person” as including corporations and natural persons.  The Corporate Securities Law of 1968 goes even further – defining “person” to mean an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company,…

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