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Allen Matkins

Does The Securities Exchange Act Of 1934 Preclude Actions In State Court Under Corporations Code Section 25401?

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Section 25401 of the California Corporations Code declares generally declares unlawful to make false statements of a material fact or or omit material facts when buying or selling a security.  It is therefore similar to Rule...more

Allen Matkins

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

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Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors.  My answer at the time was "no" because Section 164 of the Corporations Code defines...more

A&O Shearman

California District Court Grants With Prejudice Motion To Dismiss Securities Fraud Class Action Against Video Game Company,...

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On January 22, 2023, Judge Percy Anderson of the United States District Court for the Central District of California granted a motion to dismiss the third amended class action complaint (“TAC”) in a putative class action...more

Allen Matkins

Godot Is Still Waiting . . .

Allen Matkins on

Last month, the Securities and Exchange Commission announced that it was proposing a new rule under the Exchange Act.  In an accompanying "fact sheet", the SEC said that it was doing so "to increase transparency and...more

Allen Matkins

Committee Authority To Authorize Share Repurchases

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Section 311 of the California Corporations Code authorizes the creation of one or more committees.  Unlike Delaware, a committee of the board must have two or more members.  The board of directors may vest all of the...more

Allen Matkins

Court Of Chancery Rules Delaware Choice Of Law Does Not Defeat California Securities Law Claim

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What happens when a fundamental policy collides with an unwaivable right?  At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr.  in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14.  In...more

Allen Matkins

What Type Of Crime Is Securities Fraud In California?

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Section 25401 of the California Corporations Code, which was modeled on Section 12(a)(2) of the Securities Act of 1933, provides...more

A&O Shearman

Northern District Of California Pares Claims In Putative Class Action Against Technology Company

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On November 4, 2020, Judge Yvonne Gonzalez Rogers of the United States District Court for the Northern District of California granted in part and denied in part a motion to dismiss claims asserted under the Securities...more

A&O Shearman

Northern District Of California Allows Certain Securities Fraud Claims To Proceed Against Cloud Services Company, Holding...

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On September 11, 2020, Judge William H. Orrick of the Northern District of California denied a motion to dismiss a putative securities class action asserting claims under Sections 10(b) and 20(a) of the Securities Exchange...more

Allen Matkins

California's Proxy Rule

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The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934.  Very few California corporations,...more

Allen Matkins

California Court Rules Federal Forum Bylaw Provision To Be "Procedurally unconscionable. Indeed, glaringly so."

Allen Matkins on

In the wake of the U.S. Supreme Court's decision in Cyan Inc. v. Beaver Co. Employees Retirement Fund, 138 S. Ct. 1061 (2018) and the Delaware Supreme Court's subsequent holding Salzberg v. Sciabacucchi, 227 A.3d 102 (2020),...more

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