Yesterday, Commissioner Preston DuFauchard proposed further clarifications to the text of a proposed rule intended to respond to the California Court of Appeal’s decision in People v. Cole, 156 Cal.App.4th 452 (2007). That decision engendered confusion regarding whether officers and directors of an issuer can rely on the agent exclusion set forth in Corporations Code § 25003(d). For background on this case, see my article, A Shot Not Heard—The Court of Appeal Holds that an Issuer’s Directors and Officers Must Be Licensed as Securities Broker-Dealers, 3 Cal. Bus. L. News (2008).

You can read the text of the proposed changes here. Additions to this section are shown by double underlining and deletions are shown by double strike-out.