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The owners of a corporation may enter into shareholder agreements. In Richie, the Texas Supreme Court stated: “Shareholders of closely-held corporations may address and resolve such difficulties by entering into shareholder...more
My post on October 19, 2018, post concerned liability under Section 12(a) of the Securities Act of 1933. As noted in the post, Section 12(a)(2), unlike Section 12(a)(1), is an antifraud statute. It imposes liability on any...more
Yesterday’s post concerned when a corporation’s rescission of the issuance of shares does not constitute a “distribution to its shareholders” as defined in Section 166 of the California Corporations Code. I noted that one of...more
Section 166 of the California Corporations Code defines “distribution to its shareholders”. Knowing what constitutes a distribution to shareholders is important because Chapter 5 of the General Corporation Law imposes...more