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The PUHCA, Chenery & The Run For The Roses

Earlier this week, I mentioned the former Public Utility Holding Company Act (aka PUHCA). Although it was repealed several years ago, the PUHCA remains important as the legal substrate upon which the famous, and still...more

5/2/2013 - PHUCA SEC SEC v Chenery

No Happy Trails For Victorville Tax Increment Bond Financing

For more than thirty years, I’ve driven by, but never stopped at, the Roy Rogers and Dale Evans Museum in Victorville, California. The museum eventually relocated to Missouri but reportedly did not survive for long. Despite...more

4/30/2013 - Bond Financing SEC Tax Increment Financing

Bill Aims To Free Subversive Organizations From Registration Law And NASAA Shoots For Mandatory Form D Filings

Is It Subversive To Borrow Money From A Foreign Government? The California Subversive Organization Registration Law, Corporations Code Section 35000 et seq., has been on the books for decades. The law purports to...more

4/1/2013 - Form D Filing NASAA Registration SEC Subversive Organizations

Sunshine May Be Free But It May Take A Security To Harvest It

Harvesting the sunlight as a source of “clean” energy is the dream of many. Although the energy provided by the sun is free, converting that energy into electricity continues to require significant financial resources. One...more

3/29/2013 - Community Shared Solar Investment Contracts Renewable Energy SEC Securities Fraud Solar Energy

How Many Ways Can The SEC Describe A “Year”?

It’s not easy to write regulations and lawyers can be a hypercritical group. Nonetheless, the Securities and Exchange Commission’s rules can be maddingly inconsistent. As one small example, I offer Item 405 of Regulation S-K...more

3/28/2013 - Fiscal Year Regulation S-K SEC Securities Exchange Act

Without An “Intelligible Principle” Can The SEC Adopt Political Spending Rules?

In August 2011, Professor Lucian Bebchuk and nine other law professors submitted this petition asking that the Securities and Exchange Commission adopt rules requiring public companies to disclose to shareholders the use of...more

3/19/2013 - Intelligible Principle Notice Requirements Political Campaigns Political Contributions SEC Shareholders

Department Of Corporations Issues Crowd Funding Bulletin

Last week, the Department of Corporations issued this bulletin which it styled as a “Crowdfunding Update”. The Bulletin makes several important points....more

3/18/2013 - Accredited Investors Crowdfunding Department of Corporations SEC

How Much Would You Charge For A Rule 144 Opinion?

Yesterday, the Securities and Exchange Commission announced that it had filed a civil complaint against a California lawyer for “churning out baseless legal opinion letters for penny stocks through his website without...more

3/8/2013 - Attorney-Client Privilege Conflicts of Interest Rule 144 Opinion SEC Stocks

Silver Hills May Tarnish Crowdfunding

Both Section 2(1) of the Securities Act of 1933 and Section 25019 of the Corporate Securities Law of 1968 provide extensional definitions of the term “security”. That is, they each list everything within the term being...more

2/19/2013 - Corporate Securities Act Crowdfunding Howey Investment Contract JOBS Act Risk Capital SEC Securities Act of 1933 Securities Definitions Silver Hills

California And Rule 10b5-1

In October of 2000, the Securities and Exchange Commission adopted Rule 10b5-1, which among other things, created an “affirmative defense” for pre-planned trading provided that specified conditions were met. At the time, I...more

2/14/2013 - 10b5-1 Plans Affirmative Defenses SEC

Could The Product Of Two Debts Really Be A Fortune?

In 628 in the Gurjar capital city of Bhillamala (now, Bhinmal, India), the mathemetician Brahmagupta set out to explain how zero and negatives numbers work. In his book, Brahmasphutasiddhanta, he set forth the rule that the...more

1/30/2013 - Administrative Procedure Act Advertising Dodd-Frank General Solicitation JOBS Act SEC

SEC Faces A Swarm Of Legal Issues In Considering The Investor Advisory Committee’s Recommendations Concerning General Solicitation

The SEC’s Investor Advisory Committee held another meeting last week with Elisse B. Walter making her first public appearance as SEC Chairman. She and Commissioner Luis A. Aguilar had many kind words for the Committee’s...more

1/21/2013 - Dodd-Frank General Solicitation Investor Advisory Committee JOBS Act SEC

SEC Includes Disclosure Of Corporate Political Spending Rule In Unified Agenda – What Does It Mean?

On August 3, 2011, a group of leading academics, including Harvard Law School Professor Lucian A. Bebchuk, submitted this petition for rulemaking to the Securities and Exchange Commission. The petitioners asked the SEC to...more

1/10/2013 - Disclosure Requirements Political Contributions SEC

Nevada Secretary of State Cites Three Criminal Convictions As Warning To Crowdfunders

The Nevada Securities Law (Chapter 90 of Nevada Revised Statutes) is administered and enforced by the Securities Division of the Nevada Secretary of State. Last week, Nevada Secretary of State Ross Miller issued this press...more

12/13/2012 - Crowdfunding SEC Securities

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