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Bespoke Capital Acquisition Corp Business Securities Merger/Acquisition Registration S-4
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I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency. As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the ability of corporate boards to take action in times of emergency: Section 212(c)(2) states that during an emergency, a board may not take any action that (i) requires the vote of the shareholders (unless, of course, the vote was obtained before the emergency); or (ii) otherwise is not in the corporation s ordinary course of business. The latter restriction is inexplicable because an emergency might be just the very time when a board should take action outside of the corporation s ordinary course of business. I doubt that the legislature intended to impose unreasonable restraints on corporate boards during an emergency,
What Type Of Crime Is Securities Fraud In California? Tuesday, January 19, 2021
Section 25401 of the California Corporations Code, which was modeled on Section 12(a)(2) of the Securities Act of 1933, provides: It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a security in this state, by means of any written or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in the light of the circumstances under which the statements were made, not misleading.
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