Goldfield, Nevada exploded into Nevada's largest city in the first decade of the Twentieth Century. It supported two stock exchanges - the Goldfield Mining Stock Exchange (which began in the Northern Saloon) and the...more
A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code. The suit arose from the plaintiff's claim that certain facts were not disclosed to him...more
Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified...more
Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state...more
California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification. Cal. Corp....more
The California Corporate Securities Law of 1968 declares it unlawful for any person to offer or sell in this state any security in an issuer, nonissuer, or reorganization transaction unless the sale has been qualified or is...more
Readers of this space may have noted my fondness for rural Nevada and the town of Tonopah in particular. Tonopah owes its existence to the vast silver and gold deposits that lay beneath it. In 1900, rancher James Logan...more
Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies. The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the...more
Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance. In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item...more
California Assembly Member Al Muratsuchi introduced a bill, AB 511, which would add a new transactional exemption to the qualification requirement of the California Corporate Securities Law of 1968. As introduced, the...more
What happens when a fundamental policy collides with an unwaivable right? At bottom, that was the question before Vice Chancellor Paul A. Fioravanti, Jr. in Swipe Acquisition Corp. v. Krauss, 2021 Del. Ch. LEXIS 14. In...more
One of the first registered public offerings that I worked on was for a small technology company. The lead underwriter was a regional investment banking firm. Although he had considerably more experience in securities law...more
The California Department of Business Oversight announced last week that it has experienced a dramatic increase in consumer complaints, calls and inquiries following the onset of the Covid-19 pandemic. According to the...more
Docqnet is the California Department of Business Oversight's online portal for making securities and franchise filings...more
A recent decision by U.S. District Judge Paul G. Gardephe has attracted attention among bank finance lawyers by ruling that the sale of promissory notes to "a few hundred" investors did not involve the offer or sale of a...more
Scriptophily is the study and collection of stock and bond certificates. These certificates may be of historical interest because they evidenced securities issued by well-known companies. They also may be collected as works...more
The Corporate Securities Law of 1968 defines a "security" essentially by providing a list. Cal. Corp. Code § 25019. The statutory list is similar, but not precisely the same as, the definitional lists of securities found in...more
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
California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates. Cal. Corp. Code § 25109. Both of these certificates are also found...more
Section 403 of the California Corporations Code provides authority for a California corporation to issue convertible shares when so provided in the articles of incorporation. In general, conversion may be upon the "happening...more
Last week, the Securities and Exchange Commission announced settled charges against professional boxer Floyd Mayweather Jr. and music producer Khaled Khaled, known as DJ Khaled. Notably, the SEC's orders did not use the...more
After starting employment at eCommission Solutions, LLC in 2015, Mr. Aja Doshi was offered the position of Vice President, Product Engineering. Among other things, the offer stated: "You will be granted one hundred fifty...more
Recently, I came across a very helpful table on the SEC's website. The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements...more
The definitions of "security" in Section 2(a)(1) of the Securities Act and Section 3(a)(10) consist of long lists of instruments. Nowhere in these lists are partnerships interests...more
The offer and sale of securities in California must be qualified unless the securities or transaction is exempt. Corporations Code Section 25100(b) exempts any security "issued or guaranteed . . . by any other foreign...more