PLI's inSecurities Podcast - Opening the Securities Enforcement Answer Book
PLI's inSecurities Podcast: A View From the Inside
PLI's inSecurities Podcast: Whistling the Same Tune: Building an Effective Whistleblower Program
PLI's inSecurities Podcast - Commissioner Jaime Lizárraga’s Core Values
The Justice Insiders Podcast: Feds Danske to a New Tune
Crypto, Best Ex, Gatekeepers, Enforcement: The Biggest Stories From 2022
CYBER THURSDAY!
Crypto and the SEC - The Crypto Exchange Podcast
Coffee & Regs - Digital Assets: Trading & Compliance for Cryptocurrency
The Insider Trading Cartoon Series, Vol. V — Misappropriation Theory
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
What is Bitcoin 2.0?
Insider Trading News - Ralph Siciliano discusses US v. Newman
Types of Crowdfunding
Keith Ross on HFT, Reg NMS and Dark Pools
Open for Business: SEF Competition Heating Up in the New Market Structure
Open for Business: SEFs Navigate the New Regulatory Environment
A significant amount of background is required to answer the question of whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law. As an initial matter, the CSL...more
If someone told my younger self that someday people would take photographs with their phones, I would have wondered where you would insert the film.* Today, the question would be "What is film?" When I headed the Department...more
Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not...more
California Corporations Code Section 25118(b) provides an exemption from the state's usury limitations for loans. The exemption is subject to several conditions. One condition is the existence of either a preexisting...more
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices. One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a...more
Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017...more
The possible application of California's Corporate Securities Law of 1968 may not be the first thing that comes to mind when amending charter documents. However, Section 25120 of the California Corporations Code makes it...more
Section 25102.5 of the California Corporations Code exempts from the issuer qualification requirement of the Corporate Securities Law of 1968 a "transaction" that is the sale of: (i) a series of notes secured directly by an...more
I started practicing law in the same year that California enacted a limited offering exemption for the offer and sale of securities in issuer transactions, Cal. Corp. Code § 25102(f). Before then, issuers had to rely on...more
California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification. Most...more
In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500? Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful...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
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
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
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
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
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
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