How To Get A Request For An Interpretive Opinion Rejected

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Corporations Code Section 25618 authorizes the Commissioner of Business Oversight to honor requests for interpretive opinions.  An interpretive opinion offers far more protection than a no-action letter from the SEC staff.  Section 25700 provides immunity from liability for “any act done or omitted to be done in good faith in conformity with any . . . written interpretive opinion of the commissioner .  . . notwithstanding that the . . . written opinion may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason.”

Here are some mistakes to avoid if you are requesting an interpretive opinion:

  • Raise an issue that may be answered by reviewing applicable law, rules of the Commissioner, previous opinions and releases, or other legal resources;
  • Fail to specify the parties involved in the transaction;
  • Fail to set forth a legal analysis applying relevant law to the facts;
  • Fail to include relevant facts or documents;
  • Fail to set forth a specific legal question;
  • Submit a request that involves primarily a question of fact;
  • Ask about a past transaction, a violation of law, ongoing litigation or an enforcement matter;
  • Raise an issue beyond the scope of laws administered by the Department;
  • Ask a hypothetical opinion;
  • Fail to include complete information; or
  • Fail to read Commissioner’s Release 61-C