California Codes
Cal. Corporations Code § 25500 (2026)
✓ current as of May 2026
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Any person who willfully participates in any act or transaction in violation of Section 25400 shall be liable to any other person who purchases or sells any security at a price which was affected by such act or transaction for the damages sustained by the latter as a result of such act or transaction. Such damages shall be the difference between the price at which such other person purchased or sold securities and the market value which such securities would have had at the time of his purchase or sale in the absence of such act or transaction, plus interest at the legal rate.
Notes of Decisions
Cited in 39
cases (4 in the last 5 years), 1954–2024 · leading case: Anschutz Corp. v. Merrill Lynch & Co., 690 F.3d 98 (2d Cir. 2012).
Anschutz Corp. v. Merrill Lynch & Co., 690 F.3d 98 (2d Cir. 2012). “§ 78t(a); 8 violations of the California Corporate Securities Law of 1968, Cal. Corp. Code §§ 25500 , 9 25501, 10 and 25504; 11 and common law fraud.”
OCM Principal Opportunities Fund, L.P. v. CIBC World Markets Corp., 68 Cal. Rptr. 3d 828 (Cal. Ct. App. 2007). “) Corporations Code section 25500 provides that buyers of securities affected by willful violations of Corporations Code section 25400 “shall” receive damages as measured by the out-of-pocket rule, plus prejudgment interest.”
Goodman v. Kennedy, 556 P.2d 737 (Cal. 1976). “(Corp. Code, §§ 25500, 25501.) These provisions became effective on January 2, 1969, and do not apply to legal proceedings "on the basis of facts or circumstances occurring before [this] effective date.”
California Amplifier, Inc. v. RLI Ins. Co., 2001 Cal. Daily Op. Serv. 10101 (Cal. Ct. App. 2001). “) While section 25400, subdivision (d) “requires only that the defendant know or have reasonable ground to believe that the statement is false or misleading, this prohibition in itself is not a sufficient basis to establish civil liability without also complying with the…”
Louisiana Pac. Corp. v. Money Mkt. 1 Institutional Inv. Dealer, 851 F. Supp. 2d 512 (S.D.N.Y. 2012). “See Cal. Corp.Code § 25500; Diamond Multimedia, 19 Cal.”
Overstock.com, Inc. v. Gradient Analytics, Inc., 61 Cal. Rptr. 3d 29 (Cal. Ct. App. 2007). “Rocker appellants argue that Overstock cannot prevail on this claim because the company has not submitted any evidence that they made a “false or misleading” statement or had “reasonable ground to believe” any such statement was false (Corp.”
Irving Firemen's Relief Fund v. Uber Tech., Inc., 998 F.3d 397 (9th Cir. 2021). “Cal. Corp. Code § 25500 . And this “requires the violator’s acts to cause the resultant damages.”
Mirkin v. Wasserman, 858 P.2d 568 (Cal. 1993). “…time of his [or her] purchase or sale in the absence of such act or transaction, plus interest at the legal rate.” (Corp. Code, § 25500.)”
Allyn v. Wortman, 725 So. 2d 94 (Miss. 1998). “Code § 25400(d) by issuing a statement that was false or misleading regarding a material fact or omitting a material fact in an attempt to alter the price of the stock, subjecting the Defendants to liability under Cal. Corp.Code § 25500 for committing "fraud on the market.”
Malik v. Universal Resources Corp., 425 F. Supp. 350 (S.D. Cal. 1976). “10b-5]; (5) California Corporations Code §§ 3018, 25110, 25401 and former California Corporations Code § 25500 (repealed on January 2, 1969); 43 (6) State common law fraud; and (7) California Civil Code § 1709 (“negligent misrepresentation”).”
Kamen v. Lindly, 2001 Cal. Daily Op. Serv. 10187 (Cal. Ct. App. 2001). “(CCH) ¶ 90,491 [Corp. Code, § 25500 “was not intended to reach defendants who did not directly participate in the sale of securities or some other ‘market activity’ ”]; In re Activision Securities Litigation (N.”
Anschutz Corp. v. Merrill Lynch & Co. Inc., 785 F. Supp. 2d 799 (N.D. Cal. 2011). “(DBSI) are (1) violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5, (2) violations of the California Corporate Securities Law of 1968, Cal. Corp.Code §§ 25500 and 25501, and (3) common law fraud.”
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