The DBO Wants Your Social Security Number, But Is It Legal?

Readers will recall that last year the California legislature created a statutory exemption for finders from the California’s registration requirement for broker-dealers (Chap. 743, Stats. 2015).  That exemption, codified at Corporations Code Section 25206.1, requires persons relying on the exemption to file a statement of information with the Department before engaging in activities described in the

Suitability Of Broker-Dealer Recommendations And Litotes

The Financial Industry Regulatory Authority, better known as FINRA, imposes a suitability requirement on its members.  Rule 2111(a) requires, in part, that a broker-dealer or registered representative “have a reasonable basis to believe that a recommended transaction or investment strategy involving a security or securities is suitable for the customer” based on the customer’s investment

California DBO Proposes Finders Exemption Regulations

Last fall, California enacted a finders exemption to the broker-dealer registration requirement under the Corporate Securities Law of 1968.  See Governor Signs Finders Exemption Bill.  This new exemption took effect on January 1, 2016 isn’t exactly taken the state by storm.  See California Finders Exemption Has Yet To Catch On.  Last month, the Commissioner of Business

California Finders Exemption Has Yet To Catch On

Last October, Governor Brown signed AB 667 (Wagner) into law.  The bill, which was thefor “finders” product of the efforts of the Corporations Committee of the Business Law Section of the California State Bar, created a statutory “finders” exemption from California’s securities broker-dealer registration requirement.  It is important to recognize that the bill defines “finder” with particularity and not

Governor Signs Finders Exemption Bill

Yesterday was the last day for Governor Brown to sign or veto bills passed by the Legislature on or before September 11 and in the his possession after that date.  Cal. Const. Art. IV, § 10(b)(1).  On Saturday, he signed into law a bill that will create a statutory exemption for “finders” from the securities broker-dealer registration

Senate Appropriations Committee Is Next Stop For California Finders Bill

AB 667 (Wagner) continues to wend its way through the California legislature.  The bill, which was sponsored by the Corporations Committee of the Business Law Section of the California State Bar, defines a finder as a natural person who, for direct or indirect compensation, introduces or refers one or more accredited investors, as that term

Failure To Disclose Finder’s Fee Found Not To Be Actionable

This interesting, but atypical case, involves one of the many possible issues that can arise from the use of unlicensed finders to raise securities. Five years ago, Daniel Azouri met Marvin Lipschultz at the Cannes Film Festival.  Mr. Azouri suggested that Mr. Lipschultz invest in a movie venture.  Mr. Lipschultz invested a total of $220,000

Finders Bill Finds Success In Assembly Committee

In February, I wrote about the resurrection of a bill that would clarify the status of finders under the California Corporate Securities Law of 1968.  Earlier this week, the bill, AB 667 (Wagner) cleared its first policy committee – the Assembly Committee on Banking and Finance.  The bill passed out of committee on an 11

Section 25501.5 – I Ask Again What Do It Mean?

Corporations Code Section 25501.5 generally authorizes an action for rescission (or damages, if the security is no longer owned) by any person “who purchases a security from or sells a security to a broker-dealer that is required to be licensed and has not”.  A right of rescission makes sense when the unlicensed broker-dealer is acting

Finders Bill Was Lost, But Now Is Found

In the last legislative biennium, the Corporations Committee of the Business Law Section of the California State Bar sponsored a bill, AB 713 (Wagner), to clarify the status of finders under the California Corporate Securities Law of 1968.  Despite a lot of hard work on the part of the committee and the fact that the