Cal. Codes » Corporations Code
California Codes

Cal. Corporations Code § 25401 (2026)

✓ current as of May 2026
Find cases: SyfertCases citing this section CA-LEGleginfo.legislature.ca.gov JustiaCode on Justia CornellLII Search CasesGoogle Scholar

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.

Notes of Decisions
Cited in 146 cases (35 in the last 5 years), 1975–2026 · leading case: People v. Black, 8 Cal. App. 5th 889 (Cal. Ct. App. 2017).
Sort: Relevance Newest Treatment
People v. Black, 8 Cal. App. 5th 889 (Cal. Ct. App. 2017). · cites it 5× “—Defendant Charles Baxter Black was charged with five counts of using false statements in the offer or sale of a security (Corp. Code, §§ 25401, 25540, subd. (b)) after he persuaded an acquaintance, Bronic Knarr, to invest in a real estate development opportunity in Idaho in…”
People v. Salemme, 92 Cal. Daily Op. Serv. 446 (Cal. Ct. App. 1992). · cites it 4× “Code, § 25110), and two counts of selling securities by means of misleading statements and omissions of material facts (Corp. Code, § 25401). Pursuant to Penal Code section 995, defendant moved to set aside the burglary counts.”
Yei Sun v. Advanced China Healthcare, 901 F.3d 1081 (9th Cir. 2018). “Cal. Corp. Code § 25401 (1968) (emphasis added).”
People v. Honig, 96 Cal. Daily Op. Serv. 5920 (Cal. Ct. App. 1996). · cites it 2× “Under its terms, any person who "willfully violates" Corporations Code section 25401 is guilty of a felony.”
People v. Simon, 886 P.2d 1271 (Cal. 1995). · cites it 2× “"In the crime of willfully offering or selling a security by means of a material misrepresentation or omitting to state a material fact (Corporations Code Section 25401), a general criminal intent need only be shown.”
In Re Am. Cont'l Corp./Lincoln Sav. & Loan Sec. Litig., 794 F. Supp. 1424 (D. Ariz. 1992). · cites it 3× “The Yahr plaintiffs allege violations of Section 10(b), RICO, negligent misrepresentation, breach of fiduciary duty, conspiracy to breach fiduciary duty, California Corporations Code Section 25401, Sections 11 and 12(2) of the Securities Act, professional negligence, and…”
Jackson v. Fischer, 931 F. Supp. 2d 1049 (N.D. Cal. 2013). · cites it 3× “§ 78j(b), and Rule 10b-5 promulgated thereunder (against all defendants); (3) violation of Cal. Corp.Code § 25401 and 25501 (against all defendants); (4) violation of Cal.”
Tamer Salameh v. Tarsadia Hotel, 726 F.3d 1124 (9th Cir. 2013). “Plaintiffs’ second amended complaint alleges eight claims for relief: (1) misrepresentation and omission in violation of § 12(a)(2) of the Securities Act of 1933; (2) misrepresentation and omission in violation of § 10(b) of the Securities Exchange Act of 1934; (3) sale of an…”
Mueller v. San Diego Ent. Partners, LLC, 260 F. Supp. 3d 1283 (S.D. Cal. 2017). · cites it 3× “State Securities Fraud Cause of Action Plaintiff alleges violations of California Corporation Code sections 25401, 25501 (rescission), 25504, 25504.”
Apollo Capital Fund, LLC v. Roth Capital Partners, LLC, 70 Cal. Rptr. 3d 199 (Cal. Ct. App. 2007). “(Corp. Code, §§ 25401, 25501.) 1 (6) No private right of action exists under a statutory provision making it unlawful to knowingly provide substantial assistance to another person in violation of any provision of the corporate securities law.”
In re the Gap Stores Sec. Litig., 79 F.R.D. 283 (N.D. Cal. 1978). · cites it 2× “24 Section 25501 gives the defrauded purchaser a cause of action against the sell *308 er for rescission or compensatory damages, and § 25504 makes controlling persons and aiders and abettors jointly and severally liable for a violation of § 25501.”
People v. Cuccia, 2002 Cal. Daily Op. Serv. 3265 (Cal. Ct. App. 2002). “Evidence also existed to show he failed to explain to her that she would be substituting for another investor who wanted out of that investment.”
Show all 146 citing cases →
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.