Earlier this week, the Commissioner of Corporations issued additional proposed changes to Rule 260.204.9. As explained in this post, the Commissioner extended the current version of that rule until July 12 of this year.
According to the Commissioner’s notice, the principal changes are intended to:
Require that any financial audits be performed by a Certified Public Accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB).
Expand the definition of the term “qualifying private fund” to include an issuer that qualifies for the exclusion of an investment company exclusively under section 3(c)(5) of the Investment Company Act of 1940.
Clarify required disclosures.
Expand the definition of the term “venture capital company” to include corresponding federal definitions.
Clarify the scope of the grandfathering provision to ensure that existing fund structures are permitted to continue operating according to formation terms.
Clarify ambiguities and revise drafting errors.
Any interested person may submit written comments regarding the changes from the originally proposed amendments by written communication addressed as follows:
California Corporations Commissioner
Attn: Karen Fong, Staff Services Analyst, Office of Legislation and Policy
1515 K Street, Suite 200
Sacramento, CA 95814
Comments must be received on or before 5 p.m., July 3, 2012.
The SEC’s Laconism
Yesterday, I commented on the laconism inherent in the SEC’s descriptions of its ex parte meetings with outsiders during the rulemaking process. Interestingly, the term “laconic” refers to Laconia - the region in the Peloponnesus in which the city of Sparta was located. It seems that the Spartans were known in the ancient world as a people of very few words. The historian Plutarch famously illustrated this trait in this anecdote about the Spartan general Lysander’s report of capturing Athens: “καίτοι Λακεδαιμονίων ἐστὶν ἀκοῦσαι λεγόντων ὡς Λύσανδρος μὲν ἔγραψε τοῖς ἐφόροις τάδε: ‘ἁλώκαντι ταὶ Ἀθᾶναι,’ Λυσάνδρῳ δ᾽ ἀντέγραψαν οἱ ἔφοροι: ‘ἀρκεῖ τό γε ἑαλώκειν (“truly, it is heard said by the Spartans that when Lysander wrote to the Spartan Leaders, ‘Athens is seized’, they wrote back to Lysander: ‘seized’ is sufficient”). In other words, “Athens is” was a waste of words.