The Financial Industry Regulatory Authority, better known as FINRA, imposes a suitability requirement on its members. Rule 2111(a) requires, in part, that a broker-dealer or registered representative “have a reasonable basis...more
Last fall, California enacted a finders exemption to the broker-dealer registration requirement under the Corporate Securities Law of 1968. See Governor Signs Finders Exemption Bill. This new exemption took effect on...more
The California Corporate Securities Law of 1968 currently exempts from qualification any security of an issuer (1) organized exclusively for educational, benevolent, fraternal, religious, charitable, social, or reformatory...more
Occasionally, I’m asked whether it is possible to file a specific notice electronically using the California Department of Business Oversight’s online portal. To use this service, you must register online. There are two...more
Readers of this blog will recall my chariness of a 2013 amendment to California’s basic securities anti-fraud statute. See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t...more
AB 667 (Wagner) continues to wend its way through the California legislature. The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural...more
Last month, I wrote about Judge Lucy Koh’s decision not to preliminarily enjoin the Department of Business Oversight’s investigation of Nationwide Biweekly Administration, Inc. for unlicensed activity under California’s Check...more
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
California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report...more
Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS)...more
When I served as California’s Commissioner of Corporations, Internet commerce was just finding its legs and we were concerned about how to apply the Corporate Securities Laws to this new technology. For state regulators, the...more
California continues to hemorrhage corporate charters to Delaware and Nevada. The most recent potential emigrant is SJW Corp. which filed this proxy statement last week seeking shareholder approval of a reincorporation from...more
The DBO has become aware that past investors in Leland Energy are being solicited by a purported New York State-licensed attorney claiming to have been hired by the State of California to contact them regarding $6.5 million...more
Last week, the Commissioner of Business Oversight issued an invitation for comment on whether to exempt real estate brokers from the investment adviser certification requirement under the Corporate Securities Law of 1968....more
Earlier this week, I addressed some common queries regarding California’s limited offering exemption, which is often referred to as the “F” exemption because it is found in Corporations Code Section 25102(f). Today’s post...more
Section 25102(f) is perhaps the most commonly used exemption from qualification under the California Corporate Securities Law of 1968. Here are just a few of the questions that the Department of Business Oversight receives...more
Three years ago, California Governor Edmund G. Brown Jr. issued Executive Order B-10-11. Among other things, Governor Brown ordered:
that it is the policy of this Administration that every state agency and department...more
The California Finance Lenders Law generally requires that a person engaged in the business of making consumer loans and/or commercial loans obtain a license from the Department of Business Oversight. Cal. Fin. Code § 22100....more
Yesterday, The Guardian reported that Facebook had acquired Oculus VR using a combination of cash and stock. Facebook avoided SEC registration by availing itself of a fairness hearing before the Department of Business...more
When I joined the Department of Corporations, it had no website and filings were made only in hard copy. In the ensuing years, the Department (now known as the Department of Business Oversight) created a website, established...more
Last month, Commissioner of Business Oversight Jan Owen issued an invitation for comment on two proposed rules that would subject non-depository operating subsidiaries, affiliates and agents of federal banks and other...more
Yesterday, the Department of Business Oversight issued this cautionary guidance for consumers regarding virtual currencies. However, amidst the warnings, the Department disclosed that “California has been working with...more
Late last month, Department of Business Oversight Commissioner Jan Owen issued an order requiring licensees to:
- establish within their computer electronic mail system an electronic mailbox;
- dedicate the...more
Money Transmission Act Petition Withdrawn -
Earlier this month, I wrote about a pending petition questioning the failure of the Department of Business Oversight to adopt regulations under the Money Transmission Act. ...more
Almost a year ago, the Commissioner of Corporations (now the Commissioner of Business Oversight) proposed to amend the custody rule, 10 CCR Section 260.237, for investment advisers under the Corporate Securities Law of 1968. ...more