In ESG Capital v. Venable, — F.4th — (9th Cir July, 2016), a “group of investors” formed a limited partnership expecting to buy some Facebook shares before the company went “public.” It entered into a contract with a guy who basically stole their money then disappeared.  The investors sued the individual as well as his attorney, Venable LLP.  The investors alleged that Venable violated Rule 10(b)5 as well as “nonfraud state law claims for conversion, unjust enrichment, unfair competition, aiding and abetting fraud, and conspiracy to commit fraud.”  The Firm filed a Motion to Dismiss, FRCP 12(b)(6), and after one amendment, the district court dismissed the case with prejudice. Continue reading →

“Verizon buys Yahoo for $4.8 billion.”  What does that mean?  LA Times story on July 26, 2016.  Yahoo is a public company.  What does that mean?  It has more than 750 shareholders and more than a million in assets.  Yahoo stock on July 26 was selling for $38.48 per share on the stock exchange.  Is Verizon going to buy all billion shares outstanding?  Below is a list of the major stockholders.  Is Verizon going to send checks to every shareholder for its shares?  What if someone doesn’t want to sell? Continue reading →