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CALIFORNIA CORPORATE & SECURITIES LAW

CalPERS Considers Placement Agent Regulations Today

CalPERS has been working on its placement agent disclosure regulations for several months now.  Today, CalPERS’ Investment Committee will consider approving revisions to the proposed regulations.  If approved, the final rulemaking package will be submitted to the Office of Administrative Law.  That office will review the regulations for compliance with the Administrative Procedure Act.  If…

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Placement Agent Bill Passes

The legislature has passed and sent AB 1743 (Hernandez) to Governor Schwarzenegger for signature.  If signed into law, this bill will require placement agents with respect to public retirement systems to register as lobbyists.  This would have many disclosure and economic consequences for placement agents and their employers.  One of these consequences will a ban…

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Does George Babbitt Need a Broker-Dealer License (Part III)?

Yesterday’s post concerned additional exemptions for real estate brokers under the California Corporate Securities Law.  Today’s post is the final in this series (for now). Corporations Code § 25004 defines the term “broker-dealer”.  Subdivision (a)(6) excludes a broker licensed by the California Real Estate Commissioner when engaged in transactions in securities: exempted by subdivision (f)…

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Does George Babbitt Need a Broker-Dealer License (Part II)?

Last week, I discussed the real estate broker exemption from broker-dealer licensing requirements in California Corporations Code § 25206.  Commissioner’s Release 62-C provides additional clarifying comments regarding this exemption. The Commissioner of Corporations has also adopted a rule that provides an additional exemption for real estate brokers licensed by the California Real Estate Commissioner. Rule 260.204.1 exempts real estate brokers…

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Does George Babbitt Need a Broker-Dealer License (Part I)?

A developer wants to acquire a piece of property but lacks sufficient capital.  She forms a limited partnership to acquire the land and begins looking for investors.  If a licensed real estate broker is involved, must that broker be licensed as a broker-dealer under the Corporate Securities Law of 1968? Some may be surprised to…

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CalPERS Proposes Changes to Disclosure Rule

Yesterday, the California Public Employees Retirement System (CalPERS) issued this notice of proposed amendments to its placement agent disclosure rules.   The comment period ends on August 26, 2010. As first posted, the notice stated that CalPERS’ Board of Administration will be considering modified regulations at its meeting next Monday, August 16, 2010.  This didn’t make a lot…

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Merger and Acquisition Specialists

The question of whether an unlicensed person may be compensated in a securities transaction continues to bedevil practitioners.  Usually, the question arises in the context of a private placement or other capital raising activity.  However, the question also crops up in merger and acquisition transactions. Some may not be aware that California has adopted a…

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