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Corporate Governance Share Certificates

Dorsey & Whitney LLP

Stock Transfer Restrictions Should Be Conspicuously Noted, Delaware Chancery Court Opinion Reminds Issuers

Dorsey & Whitney LLP on

In Henry v. Phixios Holdings, Inc., C.A. No. 12504-VCMR,the Delaware Court of Chancery held that pursuant to Section 202 of the General Corporation Law, in order for a stockholder to be bound by stock transfer restrictions...more

Allen Matkins

Calling All Stock Certificates

Allen Matkins on

Last week, Broc Romanek’s Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split. Today, I’ll weigh in with a California perspective....more

Allen Matkins

Replacement Of Lost Stock Certificate Is Not An Internal Affair, But So What?

Allen Matkins on

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...more

Allen Matkins

California And Nevada Corporations Can Do This But Not Delaware Corporations

Allen Matkins on

Sometimes it’s nice to tidy up the corporate stock book. For example, a corporation may effect a stock split and want to collect the outstanding certificates and exchange them for new certificates reflecting the change. ...more

Allen Matkins

More Questions About California’s Section 25102(f) Exemption

Allen Matkins on

Earlier this week, I addressed some common queries regarding California’s limited offering exemption, which is often referred to as the “F” exemption because it is found in Corporations Code Section 25102(f). Today’s post...more

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