Keith Paul Bishop

Keith Paul Bishop

Allen Matkins Leck Gamble Mallory & Natsis LLP

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Section 25501.5 – I Ask Again What Do It Mean?

Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer that is...more

3/23/2015 - Broker-Dealer Privity of Contract Rescission

Finders Bill Was Lost, But Now Is Found

In the last legislative biennium, the Corporations Committee of the Business Law Section of the California State Bar sponsored a bill, AB 713 (Wagner) to clarify the status of finders under the California Corporate Securities...more

2/26/2015 - Broker-Dealer Brokers Corporations Code Proposed Legislation

M&A Broker Exemption Bill Resurrects Financial Statement Replaced in 1988

Last week, the North American Securities Administrators Association withdrew its support for S. 1923 which, if enacted, would exempt “M&A brokers” from the broker registration requirements of the Securities Exchange Act of...more

9/15/2014 - Broker-Dealer Compliance Registration SEC Securities Exchange Act

In This “Unreliable” Opinion, Court Requires Privity For Action Against Unlicensed Broker-Deale

Since California Corporations Code Section 25501.5 was enacted ten years ago, I’ve been repeatedly asked “What do it mean?“. The statute provides that a person who purchases a security from, or sells a security to, an...more

5/8/2014 - Broker-Dealer Privity of Contract

9th Circuit Holds Issuer Is Investment Bank’s “Customer” And “Actions and Proceedings” Include Arbitrations

In 2005 and 2006, the biggest little city in the world (aka Reno, Nevada) issued approximately $211 million in securities employing Goldman, Sachs & Co. as its sole underwriter and broker-dealer. The financing didn’t work...more

4/1/2014 - Arbitration Banks Broker-Dealer Goldman Sachs Underwriting

California Finders Bill Moves To Senate on 73-1 Vote

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more

2/7/2014 - Accredited Investors Acquisitions Broker-Dealer Finders Mergers Notice Requirements Offering Documents SEC Securities

SEC No-Action Letter Addresses “M&A Brokers”

Martin A. Hewitt alerted me to this no-action letter issued on January 31, 2014 by the SEC’s Division of Trading and Markets. The letter was issued in response to a request by six lawyers, including Mr. Hewitt. ...more

2/6/2014 - Broker-Dealer Brokers No-Action Letters SEC Securities Exchange Act

Finders Bill Finds Some Forward Transaction

Finders in securities transactions are common but their legal status is uncertain at best. Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of...more

1/8/2014 - Broker-Dealer Finders Nasdaq Securities

M&A Brokers – What About George Babbitt?

Yesterday’s post mentioned a California broker-dealer exemption for mergers and acquisitions specialists – Rule 260.204.5. One astute and observant reader pointed out that California’s Real Estate Law may also be an issue. ...more

10/30/2013 - Broker-Dealer Exemptions

Commodities And The CSL

A recent unpublished opinion by Justice William W. Bedsworth set me to cogitating on the status of commodities under the Corporate Securities Law of 1968. In Kelly v. Monex Co., 2013 Cal. App. Unpub. LEXIS 5903 (Aug. 21,...more

8/29/2013 - Broker-Dealer Commodities Securities Stocks

If You Did This, It Would Be Fraud!

All fees, reimbursements, assessments, and other money or amounts charged and collected by the Department are required to be deposited into the the State Corporations Fund. Cal. Gov’t Code § 13978.6(b). The legislature...more

4/19/2013 - Broker-Dealer Department of Corporations Fees Fraud

California Bill Would Expand Liability For Securities Fraud, Impose New Fees, Expand Commissioner’s Powers

In late February, Senator Jerry Hill introduced a bill, SB 538, to substantially amend the Franchise Investment Law. A few days later, the bill was read for the first time and set for hearing by the Senate Banking and...more

4/5/2013 - Broker-Dealer Fees Insider Trading Proposed Legislation Securities Fraud

Federal Court Sides With Second DCA In Privity Split

In Moss v. Kroner, 197 Cal. App. 4th 860 (2011), the Second District Court of Appeal found that rescission was available to a plaintiff under Corporations Code Section 25504 even though the plaintiff was not in privity with...more

4/2/2013 - Broker-Dealer Privity of Contract Rescission

Eureka! Bill Introduced To Homologate Finders

Questions about the use of finders have bedeviled transactional lawyers for years. The need for finders is the unintended consequence of the federal and state securities law exemptions that are conditioned on the absence of a...more

2/28/2013 - Accredited Investors Broker-Dealer Finders Private Equity Startups

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