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
Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD). The EFD allows issuers to file Form Ds in Rule 506 offerings online. A...more
Sometimes, I find it useful to take a step back and review the legal standard applicable to securities fraud claims under Section 10(b) and Rule 10b-5. To stay in court, and securities litigation all about surviving motions...more
Several provisions of the California Corporate Securities Law of 1968 need to be brought up to date. Section 25100(i) is one of them. That section exempts from the qualification requirements of Sections 25110, 25120 and...more
Companies have lots of very good reasons for adopting codes of conduct. These reasons include:
- Ensuring compliance with applicable exchange listing rules (e.g., NYSE Rule 303A.10 and NASDAQ Rule 5610);
-...more
8/5/2014
/ Code of Conduct ,
Collective Bargaining ,
Confidential Information ,
Employer Liability Issues ,
Fresh & Easy ,
Nasdaq ,
NLRA ,
NLRB ,
NYSE ,
Privacy Laws ,
Regulation FD ,
Rule 10b-5 ,
Securities ,
Trade Secrets ,
Unions
In a speech given late last month, SEC Commissioner Daniel M. Gallagher warned that “for years, state and local governments have used lax governmental accounting standards to hide the yawning chasm in their balance sheets.” ...more
In prior posts, I’ve cast a jaundiced eye on last year’s amendment of California’s general securities fraud statute, Corporations Code Section 25401. See Die Verwandlung: How The Legislature Likely Raised The Bar On...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
Section 401 of the JOBS Act directs the Securities and Exchange Commission to adopt rules exempting offerings of up to $50 million of securities annually from the registration requirements of the Securities Act of 1933, as...more
Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”. Here in California, the legislature is considering a bill, AB 713 (Wagner) that would...more
It’s hard for me to imagine being the owner of something that doesn’t exist. It’s even harder to imagine being the owner of something that doesn’t exist. Hardest of all is imagining being the equitable owner of something...more
To many, the words “custody” and “hide” would seem to have absolutely nothing in common. Etymologically speaking, however, they are cognates (blood relatives). Their common ancestor is the Proto-Indo-European etymon –...more
Finders in securities transactions are common but their legal status is uncertain at best. Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of...more
Yesterday’s post discussed a news report of an SEC inquiry into insider trading by CalPERS. Rather than being abashed by this news, CalPERS responded by congratulating itself on having implemented a personal trading policy....more
In October 12, 2012, I wrote about CalPERS’ proposed adoption of regulations governing personal trading by members of its Board of Administration and employees. Although I did offer a few technical comments on the proposed...more
This week’s announcement by the Securities and Exchange Commission that it is proposing amendments to update and expand Regulation A has attracted quite a bit of attention. David Lynn writing in Broc’s Blog took special note...more
A recent unpublished opinion by Justice William W. Bedsworth set me to cogitating on the status of commodities under the Corporate Securities Law of 1968. In Kelly v. Monex Co., 2013 Cal. App. Unpub. LEXIS 5903 (Aug. 21,...more
Yesterday, I wrote about the Ninth Circuit’s recent decision allowing a plaintiff to amend his complaint to plead that a subsequent event (the filing of a registration statement) had caused his loss as a result of an...more
Two years ago, I wrote about U.S. District Court Judge Dana Sabraw’s opinion in Salameh v. Tarsadia Hotels, 2011 U.S. Dist. LEXIS 30375. The case involved the question of whether ownership interests in individual units of...more
Historically, the Governor appointed California’s Commissioners of Corporations. Cal. Corp. Code § 25600. Today, the Governor still appoints the head of the new Department of Business Oversight. Having served as a...more
When a certificated security has been lost, destroyed or wrongfully taken, the issuer has an obligation to replace that certificate if the owner...more
Yesterday’s post identified some of the differences between the lists of securities in the California Corporate Securities Law and the federal Securities Act of 1933. One difference that I did not mention was California’s...more
Both the California legislature and the U.S. Congress have enacted extensional definitions of “security” – that is Section 25019 of the Corporate Securities Law of 1968 and Section 2(a)(1) of the Securities Act each provides...more
In Silver Hills May Tarnish Crowdfunding, I wrote about Justice Roger J. Traynor’s alternative definition of “security” under the predecessor to the Corporate Securities Law of 1968. Silver Hills Country Club v. Sobieski, 55...more
According to Black’s Law Dictionary, a “gift” is a “voluntary transfer of property to another made gratuitously and without consideration”. Thus, it would seem that a gift could not be a sale. The California Corporations...more