Investors who have been harmed by those promoting or selling investment opportunities have powerful remedies available through statutory law, such as the federal Securities Act, and through common law theories of fraud and breach of fiduciary duty.
Securities Fraud. Investors should know that the powerful remedies of federal and state securities statues can extend to sales of private investments like stock in private companies, but also real estate and other types of investments not typically understood as “securities”. The key to determining whether something is a security is the extent to which management of the investment asset is controlled by someone else. If an asset can be characterized as a security, then the securities laws can provide powerful remedies, including rescission and damages. Importantly, individual liability can extend to negligent or reckless statements.
Personal Liability of Officers and Directors
Executives and promoters of private companies, including technology start-ups, can be held personally liable for offering to sell investments beyond a small group of sophisticated investors, or where they make negligent or reckless representations about their companies.
Why We Are Different
• Former NASDAQ-listed company General Counsel
• Familiarity with accounting and revenue recognition rules
• Private financing experience and knowledge of risk factors
•Winning litigation record
More Securities Law Experience
STANFORD UNIVERSITY LAW SCHOOL, Stanford, CA
Lecturer in Law
• Securities Law. Introductory class in federal securities regulation, focusing on both black-letter law surrounding the issuance and trading of securities, and modern theories of regulation.
SANTA CLARA UNIVERSITY SCHOOL OF LAW, Santa Clara, CA
• Representing The Public Technology Company: a course surveying the IPO process, reporting, accounting, and corporate governance issues for publicly traded technology companies.
• Legal Problems of Start-up Businesses: a course surveying IP management, formation, tax and financing issues for start-up technology companies.
Fraud and Breach of Fiduciary Duty
In addition to statutory law, investors are also protected by common law fraud remedies. These common law claims can be very powerful, because significant punitive damages can be assessed against individual defendants – which cannot be discharged in bankruptcy.In cases where one party holds a high duty of loyalty to another, such as in partnerships, fraud may also be shown without showing fraudulent intent.
We have successfully represented investors and vendors in recovering money in disputes arising out of fraud.