Law Mandates CalPERS/CalSTRS Support For Shareholder Resolutions Supporting Religious Minorities
In 1999, the legislature enacted SB 105 (Burton) which obligates CalPERS and CalSTRS to support, whenever feasible, shareholder resolutions at domestic and international corporations in which those funds have invested that are designed to encourage, among other things: Increased representation of individuals from underrepresented religious groups in the work force, including managerial, supervisory, administrative, clerical, and technical jobs; and Banning of provocative Read more...
Defining “Qualified Client” – Uff Da!
Corporations Code Section 25234 generally prohibits an investment adviser registered in California to be compensated on the basis of a share of capital gains. This prohibition is analogous to the prohibition found in Section 205(a)(1) of the Investment Advisers Act of 1940 (IAA). Congress included this prohibition because it was believed that performance fees might induce advisers in search or higher Read more...
California’s GO-Biz Site Bedeviled By Errors and Omissions
According to the website, the California Governor’s Office of Business and Economic Development (GO-Biz) was created ”to serve as California’s single point of contact for economic development and job creation efforts”. While the site does provide some very basic level of information, it is dangerously incomplete and riddled with manifest errors. No advice would be better than bad advice. “It Sounds Read more...
Commissioner Proposes Custody Rule
Over a year ago, the Commissioner issued this invitation for comments with respect to a complete rewriting of California’s custody rule for investment advisers, 10 CCR § 260.237. The Commissioner received a number of comments. However, none of the commenters suggested a comprehensive alternative approach. Now, the Commissioner has issued notice of her intention to proceed with rule making. The proposed rule in general Read more...
1 For 3 Million Reverse Split Fraud Claim Survives Motion To Dismiss
Nancy Wojtas at Cooley LLP alerted me to an interesting ruling case decided last week by the U.S. District Court for the Eastern District of New York, Gardner v. Major Auto. Cos., 2012 U.S. Dist. LEXIS 118191 (E.D. N.Y. Aug. 21, 2012). According to a complaint, Bruce Bendell was the Chairman, Chief Executive Officer, and Chief Financial Officer of Major Automotive Read more...
Commissioner Files Private Fund Adviser Exemption With The Office Of Administrative Law
Almost There On July 16, 2012, the Commissioner of Corporations filed with the Office of Administrative Law proposed amendments to Rule 260.204.9. These amendments will create a new framework for exempting advisers to private pooled investment vehicles from the investment adviser registration requirement under the Corporate Securities Law of 1968. OAL review is the prepenultimate step towards the effectiveness of permanent amendments Read more...
Are REITS Investment Advisers?
A REIT is an acronym for Real Estate Investment Trust, although the term more properly refers to tax status than a specific entity type. For a variety of reasons, a REIT may involve several different types of entities. The raison d’être of REITS is to provide a tax-preferred mechanism for investment in a professionally managed portfolio of real estate assets. Read more...
Commissioner Issues Proposed Revisions To Proposed Private Fund Adviser Exemption
Earlier this week, the Commissioner of Corporations issued additional proposed changes to Rule 260.204.9. As explained in this post, the Commissioner extended the current version of that rule until July 12 of this year. According to the Commissioner’s notice, the principal changes are intended to: Require that any financial audits be performed by a Certified Public Accountant that is registered with, and subject to Read more...
Department Of Corporations Extends Emergency Rule
Yesterday, the California Corporations Commissioner Jan Owen gave notice that she will file on April 4, 2012 an emergency regulation extending the effectiveness of Rule 260.204.9 of Title 10 of the California Code of Regulations. Rule 260.204.9 currently exempts from registration investment advisers who are deemed “private advisers.” This emergency regulatory action will become effective on April 17, 2012, the same day as the expiration Read more...
Two Important Comment Letters Submitted
Private Fund Advisers Yesterday marked the end of the comment period with respect to the Commissioner’s proposed amendments to Rule 260.204.9. These rule amendments are critical to advisers of private funds, including venture capital and private equity funds. Because venture capital and other private funds are crucial financing sources for California businesses and real estate development, the rule amendments could Read more...
