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 a variety of securities law Read more...
Nevada Secretary of State Cites Three Criminal Convictions As Warning To Crowdfunders
The Nevada Securities Law (Chapter 90 of Nevada Revised Statutes) is administered and enforced by the Securities Division of the Nevada Secretary of State. Last week, Nevada Secretary of State Ross Miller issued this press release warning investors that three separate criminal convictions in Nevada “point to potential trend in illegal crowdfunding”. According to the press release, “[i]n each case it was Read more...
California’s Greenhouse Gas Allowance Auction To Be Held Tomorrow
The California Air Resources Board has given notice of the first greenhouse gas allowance auction to be held tomorrow (November 14). Last April, I wrote about the market in “Trading In California’s Greenhouse Gas Allowances – Fraud’s New Frontier?” The auction will be effected on an internet-based platform and will have a single-round, sealed-bid format. The auction is scheduled to last only three Read more...
A Look At Recent DOC Enforcement Activity
The California Department of Corporations administers and enforces numerous state laws, including the Commodity Law, Corporate Securities Law of 1968, Deferred Deposit Law, Escrow Law, Franchise Law, Finance Lenders Law, and Residential Mortgage Lending Act. Recently, I took a look at the Department’s enforcement activity for the first seven months of this year. By my count, the Department brought actions Read more...
Raising Money For A Film Project? DOC Says Don’t Forget The Securities Laws
Last week, the Department of Corporations filed a civil complaint in the Los Angeles Superior Court that accuses several companies and individuals of, among other things, failing to qualify the offer and sale of operating agreements, bridge loans, promissory notes, Class A Membership interests, and convertible debentures in at least 215 transactions that totaled more than $23 million. According the Department, the Read more...
Use A Form S-8, Go To Jail! (Really)
One might not expect that filing a registration statement on Form S-8 could result in a criminal conviction. However, that is what happened to the CEO and CFO of a small public company. They were both convicted of selling securities without registration under the Securities Act of 1933. A company required to file reports with the Securities and Exchange Commission pursuant to Sections 13 Read more...
“It’s A Poor Dog That Is Not Worth The Whistling.”
I expect that a decade ago, whistleblower issues were considered primarily to be the province of employment law attorneys. Then there was Sherron Watkins, Enron and the Sarbanes-Oxley Act. Suddenly, issues involving whistleblowers had the attention of corporate governance professionals. Recently, I began to think about just how many whistleblower laws are on the books and I started a list. Below is the list, Read more...
Court of Appeals Finds SEC’s Analysis “was not just superficial, it was nonexistent.”
Yesterday, I wrote about a strategy of not showing up to prevent a quorum from being established at an annual meeting of stockholders. What happens when the Securities and Exchange Commission initiates administrative proceedings against you and you don’t respond? The likely result is the SEC will take your default. That is indeed what happened in Rapoport v. Securities and Exchange Read more...
California Disclosure Bill Clears First Legislative Hurdle And DOC Spells “Relief”
This being an even numbered year, last Friday (June 1) was the deadline for each house to pass bills that were introduced in that house. Joint Rule 61(b)(11). Although it was initially close, I was disappointed to see that the Senate passed SB 1208 (Leno) by a 21-15 vote after initially failing to pass on a 20-18 vote. As I Read more...
“It Depends On What The Meaning Of ‘In’ is.”
In May 2010, then Attorney General Jerry Brown announced that he had filed this complaint against former California Public Employees Retirement System (CalPERS) Board Member Alfred Villalobos, his company ARVCO Capital, and former CalPERS Chief Executive Officer Federico “Fred” Buenrostro, alleging violations of California Corporations Code §§ 25210, 25216 and 25403 and Business & Professions Code Section § 17200. A lot of Read more...
