The California Finance Lenders Law defines a “finance lender” as anyone that is engaged in the business of making consumer loans or making commercial loans. Cal. Fin. Code § 22009. Knowing the definition of “finance lender” is important because California imposes a license requirement on anyone engaged in the business of a finance lender. Cal. Fin.
Transfer agents provide a number of crucial services, primarily for publicly traded companies. Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and distribute dividends. Since 1975, persons performing transfer agent services for public companies must be licensed by the “appropriate regulatory authority” (“ARA”) pursuant to Section 17A(c) of the
On Tuesday, the Deal Professor (aka Berkeley Law School Professor Steven Davidoff Solomon) wrote an interesting column for The New York Times’ Dealb%k. According to the Professor, California is the headquarters state for 20% of all companies with securities listed on the New York and Nasdaq stock exchanges. He finds this number particularly impressive in light
Can limited partnerships have officers? In many cases, individuals with officer titles will actually be officers of the general partner. My question is whether a limited partnership itself may have officers. Two provisions of Delaware’s Revised Uniform Limited Partnership Act contemplates that the answer is “yes”. Section 17-403(c) provides: Unless otherwise provided in the partnership agreement,
Mobile West LLC v. City & County of San Francisco, 2016 Cal. App. LEXIS 769 (1st Dist. Sept. 15, 2016) is not the kind of case that I typically write about in this blog. After all, it has nothing to do with corporate, securities or limited liability company law. Nonetheless, I found the case intriguing
I have previously commented on the phenomenon of what I call the “tweener” corporation. See Will The Rise Of Tweener Corporations Increase Focus On California’s Annual Report Statute? These are corporations that are not quite private and not quite publicly traded. One of the advantages of not being subject to the reporting requirements of the Securities
Stockholders in closely held corporations often operate their companies as if they were partnerships. Does that mean that the stockholders, like partners, owe fiduciary duties to each other? In Jones v. H. F. Ahmanson & Co., 1 Cal. 3d 93 (1969), the California Supreme Court famously held: Majority shareholders may not use their power to
Earlier this week, the Securities and Exchange Commission announced that a self-styled “stock trading whiz kid” and his Los Angeles, California company have agreed to pay $1.5 million to settle a complaint for violations of Rule 10b-5. There is an odd disconnect between the SEC’s press release and its complaint. The press release is headlined “stock newsletter fraud” and repeatedly refers to the
State securities regulators serve an important local enforcement function. In fact, state securities regulation precedes federal regulation by more than two decades. The North American Securities Administrators Association is an association of state, provincial and territorial securities regulators from the 50 states, the District of Columbia, the U.S. Virgin Islands, Puerto Rico, Canada, and Mexico.
Readers familiar with the Nicene Creed will instantly recognize the phrase “begotten, not made”. I won’t wade into the theological meaning of this phrase, but I cite it as an example of the importance that can be attached to the seemingly simple concept of making. Under Rule 10b-5, it is unlawful for “any person, directly or indirectly, .