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Can A Security Be Oral?

Yesterday’s post identified some of the differences between the lists of securities in the California Corporate Securities Law and the federal Securities Act of 1933. One difference that I did not mention was California’s...more

3/14/2013 - Securities

“Security” Definitions In CSL And ’33 Act – Similar But Not The Same

Both the California legislature and the U.S. Congress have enacted extensional definitions of “security” – that is Section 25019 of the Corporate Securities Law of 1968 and Section 2(a)(1) of the Securities Act each provides...more

3/13/2013 - Securities

Are There Silver Hills In Other States?

In Silver Hills May Tarnish Crowdfunding, I wrote about Justice Roger J. Traynor’s alternative definition of “security” under the predecessor to the Corporate Securities Law of 1968. Silver Hills Country Club v. Sobieski, 55...more

2/27/2013 - Crowdfunding Investment Funds Investors Risk Capital Securities

When Is A Gift A Sale?

According to Black’s Law Dictionary, a “gift” is a “voluntary transfer of property to another made gratuitously and without consideration”. Thus, it would seem that a gift could not be a sale. The California Corporations...more

2/22/2013 - Corporate Gifts Dividends Sales Securities Stocks

Federal Court Upholds Delaware Forum Selection Notwithstanding California Securities Law Claims

Corporations Code Section 25701 is California’s anti-waiver statute. It provides that “Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of...more

1/16/2013 - Acquisitions Anti-Waiver Statutes Forum Selection Clause Securities Waivers

Where Have All The CAFA Notices Gone?

On February 18 2005, Congress enacted the Class Action Fairness Act (CAFA), P.L. No. 109-2 (28 U.S.C. §§ 1332(d), 1453, and 1711 – 1715). In enacting the CAFA, Congress sought to protect consumers and investors from...more

1/9/2013 - CAFA Class Action Notice Requirements Securities

Court Rules Law Firm That Drafted Documents Was Not A Seller Of Securities

Section 25400(d) of the California Corporations Code declares it unlawful for any broker-dealer or “other person selling or offering for sale” to make a false or misleading statement for the purpose of inducing the purchase...more

12/17/2012 - Brokers Business Formation Securities

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

DOC Gives Notice of New Filing Requirements For Real Estate Issuers

New Filing Requirements - Yesterday, the Commissioner of Corporation issued Release 121-C announcing new filings required by Corporations Code Section 25102.2 which takes effect on January 1, 2013. As discussed in Bill...more

12/6/2012 - Real Estate Market Securities Taking

Can CalPERS Be Sued In Federal Court Or Perhaps Even New York State Court?

The California Public Employees’ Retirement System began lending securities in the early 1980s. Since the early 1990s, CalPERS has used the Master Securities Loan Agreement (MSLA) originally developed by the former Bond...more

12/4/2012 - CalPERS Federalism Forum Selection Clause Securities

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