Certification Pursuant To Section 25100(o) – Why It Still Matters (Part 2) And A Comment on H.R. 2483
Section 15100(o) and Usury Yesterday, I wrote about the continued significance of certification by the Commissioner of Corporations of national securities exchanges pursuant to Section 25100(o) of the Corporations Code. Today is Part 2 of that discussion. As discussed in this earlier post (“The ‘Usury Permit’ – Fact or Fiction?”), the California Constitution imposes limitations on the amounts that may be charged Read more...
Certification Pursuant To Section 25100(o) – Why It Still Matters (Part 1)
On October 11, 1996, President Bill Clinton signed the National Securities Markets Improvement Act (aka the “NSMIA”) into law. The NSMIA preempted qualification requirements under state blue sky laws with respect to “covered securities”. In general, the act designated certain securities as “covered securities”. Other securities were designated ”covered securities” only with respect to specified categories of transactions. Section 102 the NSMIA (which amended Section 18 of Read more...
California And The Certification Of Stock Exchanges
Currently, there are 15 national securities exchanges registered with the Securities and Exchange Commission pursuant to Section 6(a) of the Securities Exchange Act of 1934.[1] In addition, six exchanges are registered with the SEC pursuant to Section 6(g) of the Exchange Act for the purpose of trading security futures.[2] These exchanges may be registered national securities exchanges but that does Read more...
New U.S. Exchange – “It’s Better Than A Magic Lantern Show”
What’s the third largest securities exchange operator in the United States and where is it located? The answers may surprise you. The exchange operator is called BATS and it is based outside of Kansas City. BATS is derived from an initialization of Better Alternative Trading System. What Next! What Next? BATS was formed less than a decade ago as an alternative to the NYSE and Read more...
Thoughts On Pascal’s Triangle And Corporate Elections
In 1654, two giants of mathematics, Blaise Pascal and Pierre de Fermat, began to exchange letters about games of chance. This correspondence resulted in Pascal writing Traité du triangle arithmétique, avec quelques autres petits traitez sur la mesme matière. This thin book, which was published posthumously, describes a triangular array of numbers and how the triangle may be used in probability Read more...
Ninth Circuit Finds That In Contract Interpretation “Words of a Feather Flock Together”
Yesterday, the Ninth Circuit Court of Appeals issued an opinion that will likely be cited most often for its conclusions regarding scienter, loss causation and Rule 10b-5. WPP Luxembourg Gamma v. Spot Runner, 9th Cir. Case No. 10-55401 (Aug. 23, 2011). Today, however, I’m going to focus the Court’s application of California contract law. The plaintiff generally alleged that the the executives Read more...
Human Trafficking Disclosure – What Do Smoot And Hawley Have To Do With It?
Last February, I wrote this post about SB 657, the California Transparency in Supply Chains Act of 2010. This legislation will take effect on January 1, 2012 and will require retail sellers and manufacturers doing business in California to disclose their efforts to eradicate slavery and human trafficking from their supply chains for tangible goods offered for sale. Cal. Civ. Code § 1714.43(a). To be Read more...
Contract With Unlicensed Contractor Is Not Void Ab Initio
California Business & Professions Code § 7031(a) generally prohibits unlicensed contractors from getting paid on contracts for which a contractor’s license is required. If an unlicensed contractor enters into a contract providing for arbitration, does the ban on payment render the entire contract, including the arbitration provision illegal and unenforceable? In Templo Calvario Spanish Assembly of God v. Gardner Construction Corp., a Read more...
How Long Is The SEC Required To Keep Your Form 4?
Earlier this year, I tried to figure out the rules applicable to record retention at the Securities and Exchange Commission. Here is what I’ve learned: The Federal Records Act of 1950, codified at 44 U.S.C. ch. 31, establishes the framework for records management programs for the SEC and other federal agencies. The National Archives and Records Administration (NARA) is responsible Read more...
This Time, Record Destruction Claims Are Aimed At The SEC
Most have heard the saying “do as I say, not as I do” but I expect that fewer know the full quotation. Its author was the remarkable English polyhistor, John Selden (1584-1654). Here’s the full quotation from The Table Talk of John Selden: Preachers say, Do as I say, not as I do. But if the physician had the same disease upon him Read more...
