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California Bill Deadline Is Today

Former New York Surrogate Gideon J. Tucker would be happy today. Pursuant to Joint Rule 61(a)(15), today is the last day for California’s legislature to pass bills. Today, also marks the beginning of the legislature’s...more

California Proposes To End Bylaw Amendment Reviews

Credit Unions got their start in Nineteenth Century Germany. In 1909, Roman Catholic textile workers opened the first credit union in the United States, St. Mary’s Cooperative Credit Association (later, renamed La Caisse...more

Finance Lenders Annual Report Deadline Is Nigh

Lenders and brokers licensed under the California Finance Lenders Law must file an annual report by the Ides of March (i.e., March 15) of each year. Cal. Fin. Code § 22159. This is a hard deadline and the Department of...more

What Do You Know? Bill Proposes To Eliminate Scienter

Corporations Code Section 25401 is California’s basic securities antifraud statute...more

Bill Introduced To Require Registration Of Finders Under The California Finance Lenders Law

The California Finance Lenders Law, Financial Code § 22000 et seq., currently requires licensing of finance lenders and brokers. A finance lender is defined as any person who is engaged in the business of making consumer...more

Will The Bureau Of Real Estate Get A Promotion?

Almost five years ago, I decried the demotion and relocation of the Department of Real Estate...more

Contractors Do It, PIs Do It; Why Not Real Estate Brokers?

Individuals and corporations, but not limited liability companies, may be licensed as real estate brokers under the California Real Estate Law. This is a result of a bargain reached when California’s enacted its first...more

Is A Blue Sky Exemption For Farms Sustainable?

Today, California regulates the offer and sale of securities more by exemption than qualification. In addition, California and other states have lost authority over a significant amount of securities transactions due to...more

Should Church Debt Be Exempt From Qualification?

The California Corporate Securities Law of 1968 currently exempts from qualification any security of an issuer (1) organized exclusively for educational, benevolent, fraternal, religious, charitable, social, or reformatory...more

Bill Aims To Negate Scienter

You can thank the Romans for science and the English for knowledge - The etymon of “scienter” is sciens which is the present participle form of the Latin verb meaning to know (scire). The English word “know” is derived...more

Senator Introduces Bill To Allow LLCs To Be Licensed As Real Estate Brokers

Section 17701.04(b) of the California Corporations Code provides: A limited liability company may have any lawful purpose, regardless of whether for profit, except the banking business, the business of issuing policies...more

What Vote Should Be Required To Pull The Plug On An LLC?

There are three paths to dissolution under California’s Revised Uniform Limited Liability Company Act (RULLCA). First, an event of dissolution set forth in a written operating agreement or the articles of organization may...more

NASAA Mistakes The Principal

I have frequently commented on the fact that many so-called “investor protections” have the unintended consequence of increasing the risk of investor losses.  One example are limitations on resales.  An illiquid security is...more

Will Delaware’s Fee-Shifting Bylaw Bill Be A Boon To Other States?

Late last week, Senate Bill 75 was introduced in Delaware. This bill is in part a reaction to the Delaware Supreme Court’s holding in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) upholding as facially...more

Bill Would Authorize Payments For Commercial Loan Referrals

California State Senator Marty Block has introduced a bill, SB 197, that would authorize a licensed finance lender to compensate an unlicensed person or company in connection with the referral of one or more prospective...more

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

Congressman Proposes Federal Non Disparagement Law

Last Friday, I wrote about a new California law that provides that a contract or proposed contract for the sale or lease of consumer goods or services may not include a provision waiving the consumer’s right to make any...more

Californians May Vote This November On Whether To Overturn Citizens United

Although state law does not explicitly authorize advisory elections, the California legislature is poised to pass a bill calling a special election for this November for an advisory vote. SB 1272 (Lieu) would submit the...more

Bill Proposes Significant Changes To Finance Lenders Law

If you are in the business of making loans in California, there’s a good chance that you need a license. Some lenders are licensed under the Real Estate Law while others are licensed under laws governing banks, credit unions...more

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

Nevada Legislature Considers Bill To Authorize Forum Selection Charter Provisions

Late last month, the Nevada Committee on Judiciary introduced a bill that would, among numerous other things, authorize forum selection provisions in corporate and other Nevada entity charters. If SB 441 is enacted, a...more

Political Spending Disclosure Bill Set For First Committee Hearing Today

In January, I wrote about Senator Noreen Evans bill, SB 121, that would require any corporation (as defined) that has shareholders located in California and that makes a contribution or expenditure (as defined)...more

Legislator Fires Broadside At Franchisors

California has not one, but two franchise laws. The Franchise Investment Law (“FIL”), Corporations Code Section 31000 et seq., is administered and enforced by the the Commissioner of Corporations. The Franchise Relations Act...more

Are Political Contributions Ultra Vires?

It’s been three years, but the Supreme Court’s decision in Citizens United v. Federal Election Comm’n, 558 US 50 (2010) continues to foment a fierce debate about corporate political spending. In February, Representative Adam...more

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