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CALIFORNIA CORPORATE & SECURITIES LAW

What is a Venture Capital Fund?

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act creates a new exemption from federal registration for investment advisers if all their investment advice is limited to one or more “venture capital funds”.  Congress, however, did not say what a “venture capital fund” was.  Rather, Congress told the Securities and Exchange Commission…

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Golden State Private Placements

If you need a good summary of federal and state securities laws governing private offerings in California, Lee Petillon has written an excellent article for the 2010 Issue No. 2 of the Business Law News.  The Business Law News is the official publication of the Business Law Section of the California State Bar.  Lee’s article covers, among other topics, SEC…

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More About the Effectiveness of Section 413(a)

Yesterday, I wrote about the Compliance & Disclosure Interpretation (“C&DI”) issued last week by the staff of the SEC’s Division of Corporation Finance.  In the C&DI, the staff clearly takes the position that the exclusion of an investor’s primary residence from the calculation of net worth takes effect immediately. My own view is that Section…

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Life Settlement Contracts Are Securities in CA

Broc Romanek also mentions in his blog today that the Securities and Exchange Commission issued a task force report on life settlement contracts.  Among other things, the task force recommends that Congress amend the definition of “security” under the federal securities laws to include life settlements.  The task force defines a “life settlement” as “a…

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What if There is No Deficiency?

Yesterday, Broc Romanek reported that the staff of the SEC’s Division of Corporation Finance has issued a new Compliance & Disclosure Interpretation addressing Section 413(a) of the Dodd-Frank Act.  Section 413(a) requires the SEC to adjust the definition of “accredited investor” in its rules under the Securities Act of 1933.  In the first four years…

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A Rara Avis Indeed, The Capital Access Company

More than a decade ago, the California legislature added the Capital Access Company Law to the Corporations Code, Stats. 1998, c. 668 (S.B. 2189).  The intent of the law was to take advantage of an exemption to the Investment Company Act of 1940 that Congress added as part of the National Securities Markets Improvement Act…

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Closing the Barn Door . . .

Yesterday, I wrote about Section 413 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“DF Act”).  You can watch President Obama’s explanation of Wall Street reform here.  As a horse owner, I’m sensitive to expressions involving horses.  Thus, it occurs to me that in some ways the exclusion of an investor’s primary residence…

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People v. Cole – “So What Happens Now?”

Yesterday was the last day for comments on the Commissioner’s proposed rule to address the Court of Appeal’s holding in People v. Cole, 156 Cal. App. 4th 452 (2007).  I’ve seen that several persons have submitted comments in addition to myself – all addressing the exception for employees in the proposed rule. To reprise Evita…

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Can You Still Include Your Primary Residence in California?

With Congress’ passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DF Act”), lawyers across the nation are struggling to come to grips with the act’s impact on their clients.  Lawyers representing businesses in need of capital, venture capital companies and hedge funds are noting that Section 413 of the act will…

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ICC – Requiescat in Pacem

The Interstate Commerce Commission was created in 1887 when Grover Cleveland was president.  Over the years, Congress greatly expanded the ICC’s authority.  At one time, the ICC had thousands of employees.  In 1995, President Clinton signed legislation abolishing the ICC and it has disappeared from the regulatory scene.  Strangely, however, the ICC lives on in…

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