Shareholders, Securities, Corporations Code

Why Was 25% Chosen As California's Jurisdictional Threshold For Recapitalization Transactions?

Allen Matkins on 11/12/2024

California's securities qualification requirements and exemptions depend upon whether the offer and sale of securities is an issuer transaction, a change in rights, exchange, merger, or conversion transaction, or a nonissuer...more

Does Amending A Shareholders Agreement Require Qualification Under The California Corporate Securities Law?

Allen Matkins on 8/21/2024

A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL...more

Reverse Stock Splits And The California Corporate Securities Law

Allen Matkins on 4/3/2024

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more

Is An Option Exercise Non Bis In Idem?

Allen Matkins on 1/16/2024

Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more

Ninth Circuit Holds Loss Causation Required For California Securities Claim

Allen Matkins on 5/20/2021

Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state...more

Removing California Securities Legends

Allen Matkins on 1/6/2015

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