Individualized Promissory Note Held Not To Be a Security

The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In People v. Black (Feb. 16, 2017), the court of … Continue reading

Posted in Blue Sky Law, Securities Law | Tagged , | Comments Off on Individualized Promissory Note Held Not To Be a Security

Bank CD’s not covered by Securities Litigation Uniform Standards Act of 1998

In Chadbourne & Parke LLP v. Troice (U.S. Supreme Court February 26, 2014), the Supreme Court held that bank CD’s not traded on national securities exchange are not a “covered security” and therefore a class action based on fraud in connection … Continue reading

Posted in Blue Sky Law, Securities Law | Comments Off on Bank CD’s not covered by Securities Litigation Uniform Standards Act of 1998

Third-Party Liability for Securities Fraud

In some cases, a service provider associated with a business, such as an accountant, banker, broker, or lawyer, can be held liable for untruths or omissions made by the business in connection with the sale of stock (or other securities, … Continue reading

Posted in Blue Sky Law, Corporate Law, Securities Law | Comments Off on Third-Party Liability for Securities Fraud

Zalkind v. Ceradyne, Inc.

In Zalkind v. Ceradyne, Inc. (2011) 194 Cal. App. 4th 1010, Ceradyne, Inc. (Ceradyne), entered into an asset purchase agreement (asset purchase agreement) with Stanley and Elizabeth Zalkind (the Zalkinds) and Quest Technology, LP (Quest), a limited partnership owned by … Continue reading

Posted in Blue Sky Law, Contract Drafting, Purchase and Sale of a Business, Securities Law | Tagged , , , , | Comments Off on Zalkind v. Ceradyne, Inc.