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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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Legend Removal Requires Proper “Request To Register Transfer”

Removal of legends from restricted securities (i.e., securities issued without registration under the Securities Act of 1933) can be a tricky business for transfer agents, issuers and their counsel.  Improperly removing legends can get them in hot water with the Securities and Exchange Commission.  See, e.g., Holladay Stock Transfer, Inc. and Sharon M. Owens, Securities and Exchange Act…

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