It is not uncommon for local counsel to be instructed on deals after Agreed Security Principles (ASPs) have been agreed between our onshore counterparts and underlying clients. Whilst we are adept at conforming local security...more
What can be done when a document or instrument has been lost or destroyed? California Civil Code Section 3415 provides an answer...more
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
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
Earlier this week, I wrote about Judge Edward M. Chen’s ruling in Sender v. Franklin Res., Inc., 2015 U.S. Dist. LEXIS 171453, 3-4 (N.D. Cal. Dec. 22, 2015). Judge Chen applied California Corporations Code Section 419 to a...more
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
On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The most significant 2016 amendments to the...more
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
The Ninth Circuit Court of Appeals’ recent holding in Sender v. Franklin Res., Inc., 2015 U.S. App. LEXIS 10113 (9th Cir. Cal. June 16, 2015) is reasonably clear and yet there is much about the case that puzzles me. ...more
The Eleventh Circuit Court of Appeals recently issued an opinion in Bank of Brewton v. The Travelers Companies, Inc., 777 F.3d 1339 (11th Cir. February 9, 2015), addressing whether, under Alabama law, a duly authorized stock...more
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
When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h). Although that exemption remains on the...more
As I mentioned yesterday, every holder of shares is entitled to a signed certificate pursuant to California Corporations Code Section 416(a) (unless the corporation a system for issuing, recording and transfering...more