News & Analysis as of September 19, 2024

Securities Exchange Act › Limited Liability Company (LLC)

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The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +

The Justice Insiders Podcast: Meet the Securities and Exchange (and Human Resources) Commission

California Says Corporations And LLCs Can't Be Directors; The Securities Exchange Act Apparently Believes Otherwise

Allen Matkins on 11/16/2023

Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more

Preparing for the Corporate Transparency Act: What you should be doing now

Quarles & Brady LLP on 8/4/2023

Although you have probably been bombarded with news about the Corporate Transparency Act which is set to take effect on January 1, 2024, its actual impact for most operational companies in the U.S. will likely be...more

Out of Scope - Exemptions from the Corporate Transparency Act

Willcox & Savage on 2/7/2023

The second installment in a multi-part series looking at the new Corporate Transparency Act discusses what is likely to be the first question that many companies have whenever a new law is passed – are we exempt? ...more

Selling Real Estate Securities: The “Issuer Exemption” from Broker-Dealer Licensing

Whitman Legal Solutions, LLC on 10/31/2022

When companies sell their own securities, their executives and employees must be careful not to run afoul of the Securities Exchange Act of 1934 (Exchange Act) and broker-dealer licensing requirements. These challenges are...more

New BSA/AML Regime Promises Sweeping Changes

King & Spalding on 12/23/2020

As we wrote over the summer, Congress has passed a bill that will require certain corporations and limited liability companies (“LLCs”) to report information on their beneficial owners to the U.S. Treasury Department’s...more

SEC Proposes Rule Amendments Designed to Expand Access to Private Investment Opportunities

Cadwalader, Wickersham & Taft LLP on 1/23/2020

By a 3-2 vote, the Securities and Exchange Commission (the “SEC”) approved the publication of a release on December 18, 2019, generally expanding the scope of the definitions of “accredited investor” in Rule 501(a) of...more

Why The CSL's Application To The Sale Of LLC Membership Interests May Be Unknown And Unknowable At The Time Of Sale

Allen Matkins on 9/3/2019

The California Corporate Securities Law of 1968, like the federal Securities Act of 1933 and Securities Exchange Act of 1934, define "security" by providing a list. Because limited liability companies did not exist when these...more

A Five Percent Interest Is Not Necessarily Stock

Allen Matkins on 4/3/2018

As Professor Joshua Fershee has often noted, many judges fail to distinguish between corporations and limited liability companies. See, e.g., LLCs Are Not Corporations. Be Vigilant. Respect the Entity. Therefore, it is nice...more

Are Limited Liability Companies “Persons”?

Allen Matkins on 9/8/2017

Limited liability companies did not exist when Congress enacted the Securities Act of 1933 and the Securities Exchange Act of 1934. Therefore, it should be no surprise that as originally enacted, these acts did not mention...more

Doing Business in the U.S.

Pillsbury Winthrop Shaw Pittman LLP on 4/17/2013

In This Issue: - Preface - Chapter 1 Choice Of A Business Entity - Chapter 2 Introduction To Federal Securities Laws - Chapter 3 From Let’S Go Shopping To Closing: U.S. M&A Process - Chapter 4...more

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Securities Exchange Act › Limited Liability Company (LLC)

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