Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

California Finders Bill Moves To Senate on 73-1 Vote

Yesterday, I wrote about a recent no-action letter issued by the SEC’s Division of Trading and Markets with respect to “M&A Brokers”.  Here in California, the legislature is considering a bill, AB 713 (Wagner) that would exclude “finders” from the definition of “broker-dealer” in Section 25004 of the Corporations Code.  Late last month, the bill passed…

Share on:

SEC No-Action Letter Addresses “M&A Brokers”

Martin A. Hewitt alerted me to this no-action letter issued on January 31, 2014 by the SEC’s Division of Trading and Markets.  The letter was issued in response to a request by six lawyers, including Mr. Hewitt.  In very broad terms the letter states that the Division would not recommend enforcement “if an M&A Broker…

Share on:

Finders Bill Finds Some Forward Transaction

Finders in securities transactions are common but their legal status is uncertain at best.  Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of finders in California.  See Eureka! Bill Introduced To Homologate Finders.  The bill was set for hearing last April, but the author…

Share on:

DBO to Licensees: “Thou Shalt Have A Dedicated Electronic Mailbox And Read Your Email Daily”

Late last month, Department of Business Oversight Commissioner Jan Owen issued an order requiring licensees to: establish within their computer electronic mail system an electronic mailbox; dedicate the email address to receiving communications from the DBO; and monitor the mailbox daily. The Commissioner’s order further requires that the mailbox have the capability of receiving attachments.  The Commissioner…

Share on:

M&A Brokers – What About George Babbitt?

Yesterday’s post mentioned a California broker-dealer exemption for mergers and acquisitions specialists – Rule 260.204.5.  One astute and observant reader pointed out that California’s Real Estate Law may also be an issue.  This is an issue that I raised three years ago: That law defines a “real estate broker” as any person who sells or offers to sell, buys or…

Share on:

NASAA Supports Regulatory Relief For M&A Brokers

Last June, Congressman Bill Huizenga introduced H.R. 2274 which would amend the Securities Exchange Act of 1934 to provide for a notice-filing registration procedure for brokers performing services in connection with the transfer of ownership of smaller privately held companies.  In most cases, registration would be effective upon filing.  Given NASAA’s generally jaundiced view of…

Share on:

Subcommitee Recommends SEC Rules Imposing Fiduciary And Disclosure Duties On Brokers

Recently, the Securities and Exchange Commission posted two recommendations by the Investor as Purchaser Subcommittee of the Investor Advisory Committee.  In general, the Subcommittee recommended: The SEC should conduct a rulemaking to impose a fiduciary duty on broker-dealers when they provide personalized investment advice to retail investors; and As part of its rulemaking, the SEC should adopt…

Share on:

Commodities And The CSL

A recent unpublished opinion by Justice William W. Bedsworth set me to cogitating on the status of commodities under the Corporate Securities Law of 1968.  In Kelly v. Monex Co., 2013 Cal. App. Unpub. LEXIS 5903 (Aug. 21, 2013), the plaintiff had lost substantial amounts in trading gold and silver through the defendant.  She sued and the…

Share on:

Court Holds Non-Parties May Enforce Arbitration Agreement Even Though The General Rule Is That They Can’t

The Financial Industry Regulatory Authority, more commonly known as FINRA, has adopted a Code of Arbitration for Customer Disputes (FINRA has a separate code for industry disputes).  Under FINRA’s Customer Code, a claim by or against an inactive member is ineligible for arbitration unless, after the claim arises, the customer agrees in writing to arbitrate.  Rule 12202. …

Share on:

No Happy Trails For Victorville Tax Increment Bond Financing

For more than thirty years, I’ve driven by, but never stopped at, the Roy Rogers and Dale Evans Museum in Victorville, California.  The museum eventually relocated to Missouri but reportedly did not survive for long.  Despite this notable defection, Victorville has grown remarkably in the last three decades.  Unfortunately, it now finds itself accused of…

Share on: