Court Determines That California Securities Claim Can Go Forward Without Primary Violator

In Hayden v. Wang, the Northern District of California allowed a claim under California's securities laws (Corporations Code Section 25401) to proceed, even though the primary violator (the issuer of the securities) was not sued.  The issuer had sold securities in California in a private placement.  An investor brought a class action alleging misrepresentations.  The issuer then declared bankruptcy, making it impossible for the investors to proceed against the issuer because of the automatic stay.  Defendants argued that the case could not proceed without the issuer.  Judge Tigar squarely rejected that argument.  The decision is unsurprising and squares California law with actions under the federal securities laws.