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Securities Act of 1933 General Corporation Law

The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better... more +
The Securities Act of 1933 is a United States federal statute enacted in response to the stock market crash of 1929 and the ensuing Great Depression. The Act has two primary purposes: 1) to give investors better access to material information prior to investing 2) ensure that transactions are not based on fraud. In order to effectuate its dual goals, the Act requires that any offer or sale of securities is registered with the SEC. less -
Allen Matkins

Are Reverse Stock Splits Subject To Qualification In California?

Allen Matkins on

In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits.  In light of John's post, I thought a brief refresher on California's treatment of...more

Allen Matkins

Do Issuers Fail To File Form Ds Because They Fear Trolls?

Allen Matkins on

A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls".   A "patent troll" is a company, typically that does not produce any product or provide any service,...more

Allen Matkins

Four Decades After Being Abolished, Some California Corporations Continue To Refer To "Treasury Stock"

Allen Matkins on

Treasury shares are shares that a corporation has issued and then reacquired but not retired. Hence, they are shares that have been issued but are no longer outstanding. In some states, treasury shares retain some legal...more

Sheppard Mullin Richter & Hampton LLP

Not So Fast – Challenges in Reincorporating from California to Delaware

There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more

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