November 17, 2019

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November 14, 2019

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When Signing A Subscription Agreement Is A Crime

Chapter 22 of the California General Corporation Law is devoted to crimes and penalties.  Some of these crimes are surprising.  Section 2252, for example, imposes criminal liability on every person who "signs to any subscription or agreement the name of any person, knowing that the person has no means or does not intend in good faith to comply with the terms thereof or that there is any understanding or agreement that the terms of the subscription or agreement are not to be complied with or enforced".  The same statute imposes liability on every person who signs the name of a fictitious person to any subscription for or agreement to take stock in any domestic or foreign corporation, existing or proposed.  I don't know whether anyone has actually been convicted under this statute because there are no reported decisions.

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Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...

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