January 17, 2022

Volume XII, Number 17

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January 15, 2022

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January 14, 2022

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No File Number, No Filing

Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number.  E.g., Cal. Corp. Code §§ 1502(a)(1) & 1113(g)(2)(A).  Other statutes do not specify that the filing must include the file number.   E.g., Cal. Corp. Code § 905.  That does not mean that a file number is not required.  In 2020, the legislature amended Section 110(d) to provide that any instrument submitted for filing with the Secretary of State must include the entity number.  Cal. Stats. 2020, ch. 361, § 1.   The Secretary of State's office sponsored this change in order to improve its "ability to intake key information in an automated way".   SB 522 Senate Floor Analysis (Aug. 30, 2020).

More on the case of the friend with no identified benefits . . .

UCLA School of Law Professor Stephen Bainbridge picked up on yesterday's post, observing that the Securities & Exchange Commission "is trying to revive the discredited equal access test and turn insider trading by tippers into a status crime".  

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 13
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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