Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps. This raised the question of whether the cards and stamps might be considered a security under the Supreme...more
I have recently been reading Stephen R. Bown's book, The Last Viking: The Life of Roald Amundsen. Readers may recall that it was the Norwegian Amundsen who famously beat the Englishman Robert Falcon Scott to the South Pole...more
California Corporations Code Section 25100 is a long list of securities exempt from the qualification requirements of the Corporate Securities Law of 1968. Last on this list (Section 25100(t)) is any security issued or...more
Yesterday's post concerned U.S. District Court Judge Cynthia Ann Bashant's recent ruling that a plaintiff had failed to plead adequately the existence of a security. D.R. Mason Constr. Co. v. GBOD, LLC, 2018 U.S. Dist. LEXIS...more
Some four years ago, I wrote about the Ninth Circuit Court of Appeals’ holding in Salameh v. Tarsadia Hotel, 726 F.3d 1124 (9th Cir. 2013). For those readers who don’t remember the post or the case, the Court of Appeals held...more
In May, I wrote about Judge Gonzolo P. Curiel’s decision to grant the defendants’ motion to dismiss federal and state securities law claims in Mueller v. San Diego Entm’t Partners, LLC, 2017 U.S. Dist. LEXIS 77643 (S.D. Cal....more
It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from...more
Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 provide similar, but not the same, definitions of a “security”. See Making A List Of Securities And Checking It Twice. Although these lists...more
The list of instruments and interests included within the definition of a “security” in California Corporations Code Section 25019 is long. A franchise, however, is not to be found amongst the named. In fact, the statute...more
In yesterday’s post, I covered some of the differences between the laundry lists of securities found in the California Corporate Securities Law of 1968 and the Securities Act of 1933. Both lists seem to contemplate...more
California Corporations Code Section 25019 defines “security” not by saying what a security is but by providing examples of numerous types of securities. In this respect, Section 25019 is reminiscent of Section 2(a)(1) of...more
Article IV, Section 8 of the California Constitution requires that to be passed, a bill must first be read...more
An often overlooked corner of the California Corporations Code is the Bucket Shop Law, Cal. Corp. Code § 29000 et seq. The law quite literally criminalizes the keeping of a bucket shop: "Any person who . . . is the keeper of...more
The line between real property transactions and securities transactions is not always clear. California Corporations Code Section 25100(p) provides an exemption for a promissory note secured by a lien on real property...more
Yesterday, I wrote about SB 185 (De León) which mandates that California’s two giant pension funds to liquidate their investments in thermal coal companies on or before July 1, 2017. One aspect of the bill that I didn’t...more
10/15/2015
/ CalPERS ,
CalSTRS ,
Coal Industry ,
Divestment ,
Fiduciary Duty ,
Investment Funds ,
Iran ,
Jerry Brown ,
Pension Funds ,
Pensions ,
Securities ,
Sudan
California Court of Appeal Justice William W. Bedsworth writes the popular syndicated column “A Criminal Waste of Space”. In this month’s column, Justice Bedsworth expounds on the highly improbable case of a man who...more
I like to remind my colleagues that California has two securities laws. Neither of these laws applies exclusively to corporations or other entities organized under California law. The Corporate Securities Law of 1968, Cal....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
Some statutes are so poorly drafted that one hardly knows where to begin. One such statute is Section 711 of the California Corporations Code. According to the legislature, the purpose of the statute is “to serve the public...more
This interesting, but atypical case, involves one of the many possible issues that can arise from the use of unlicensed finders to raise securities.
Five years ago, Daniel Azouri met Marvin Lipschultz at the Cannes...more
Faithful readers of this blog will be familiar with the structure of the California Corporate Securities Law. Part 5 of the CSL (Cal. Corp. Code §§ 25400 – 25404) proscribes various conduct and Part 6 (Cal. Corp. Code §§...more
The Wall Street Journal took aim yesterday at stock repurchases and dividend payments, citing a commissioned study that concluded:
“companies in the S&P 500 index sharply increased their spending on dividends and...more
Does California consider membership interests in a limited liability company to be securities? There are two correct answers to this question – yes and no. As I discussed a few years back, the California Corporate Securities...more
In September 2013, Governor Jerry Brown signed SB 538 (Hill) into law. This bill fundamentally rewrote a key anti-fraud provision of the Corporate Securities Law of 1968 – Corporations Code Section 25401. At the time, I...more
When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h). Although that exemption remains on the...more