Assembly Committee Seeks To Fix Securities Fraud Statute

Readers of this blog will be familiar with my criticism of the 2013 amendment of California’s basic securities fraud statute, Corporations Code Section 25401.  See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t We?”, Die Verwandlung: How The Legislature Likely Raised The Bar On Securities Fraud Actions, When California Copied Rule

California/Delaware Corporate Law Update

If you find yourself in Los Angeles on Thursday, consider attending the Los Angeles County Bar Association’s 2015 California and Delaware Law Update Symposium & Marvin Greene Award Presentation.  Supreme Court Justice Karen Valihura “will share some of her insights from ‘the other side of the bench,’ having recently been appointed to the Delaware Supreme Court

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

Who Files The Most Permit Applications?

California Corporations Code Section 25113(d) requires the Commissioner of Business Oversight to prepare and publicize an annual report of the number of permits that it issues for the offer and sale of securities. The report must include the following information: A summary of the general categories of investments for which permits were approved; The minimum, maximum,

Will California Require Notice Filings For Regulation A Offerings?

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 3(b)(2) requires the SEC to adopt rules exempting from the registration requirements of the Securities Act offerings of up to

More Questions About California’s Section 25102(f) Exemption

Earlier this week, I addressed some common queries regarding California’s limited offering exemption, which is often referred to as the “F” exemption because it is found in Corporations Code Section 25102(f).  Today’s post will address a few more questions. Is the Commissioner’s consent required to transfer shares originally sold in reliance on Section 25102(f)? No.

Removing California Securities Legends

When I first started practicing law, the predominant exemption from qualification under the California Corporate Securities Law of 1968 was found in Corporations Code Section 25102(h).  Although that exemption remains on the books, its popularity has been eclipsed by Section 25102(f), which was added in 1981. One of the conditions to Section 25102(h) was the

Recurrent Rogations Regarding California’s Section 25102(f) Exemption

Section 25102(f) is perhaps the most commonly used exemption from qualification under the California Corporate Securities Law of 1968.  Here are just a few of the questions that the Department of Business Oversight receives concerning the exemption: Is the exemption available for the offer and sale of limited partnership interests? Yes.  Some exemptions, such as

This May Not Be Rocket Science, But Is NASAA’s Form D Filing Fee Legal?

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD).  The EFD allows issuers to file Form Ds in Rule 506 offerings online.  A number of states (but not California) issued press releases announcing their participation in NASAA’s EFD.  New Jersey, for example, issued this

Why Including The Year Of Enactment Can Be Important

Several provisions of the California Corporate Securities Law of 1968 need to be brought up to date.  Section 25100(i) is one of them.  That section exempts from the qualification requirements of Sections 25110, 25120 and 25130 “Any security issued or guaranteed by . . . a holding company registered with the Securities and Exchange Commission under