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CALIFORNIA CORPORATE & SECURITIES LAW

Can California Handle Dodd-Frank?

In 1996, Congress apportioned regulation of investment advisers between the Securities and Exchange Commission and the states based on the amount of assets that an adviser had under management.  At that time, Congress drew the line at $25 million in Section 203A of the Investment Advisers Act of 1940 (subsequent rulemaking by the SEC generally did not require SEC registration…

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Placement Agent Bill Advances

Assemblymember Hernandez introduced AB 1743  to require placement agents for funds and fund managers seeking business with California’s public retirement system to register as lobbyists.  The bill continues to progress through the legislature.  On Monday, it passed out of theCalifornia Senate Appropriations Commitee on a 8-0 vote according to the unofficial ballot.  This is good news for the bill’s…

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What is a Venture Capital Fund? (Part II)

The Securities and Exchange Commission has established a procedure for commenting on rule proposals even before the proposals have been made.    I’ve already taken advantage of this procedure to submit this comment on with respect to the definition of “venture capital fund”.  This process didn’t go well for me as the SEC somehow lost my comment.  However,…

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Placement Agent Bill to be Heard Today

Earlier this year, Assemblymember Edward Hernandez introduced AB 1743 to require placement agents who assist in obtaining business from California public retirement systems, such as CalPERS and CalSTRS, to register as lobbyists.  Although there are a number of consequences to being classified as a lobbyist, the one that has attracted the most attention is the…

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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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A California Take on the SEC’s Pay-to-Play Rule

Earlier today, the Securities and Exchange Commission issued its final pay-to-play rule.  Among other things, the rule prohibits investment advisers from providing advisory services for compensation to a government client for two years after the adviser or certain of its executives or employees makes a contribution to specified elected officials or candidates. Because this blog…

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CalPERS’ Proposed Placement Agent Disclosure Rule Likely to be Amended

Last year, the California legislature enacted AB 1584 as an urgency measure. That legislation required the retirement boards of each public pension or retirement system to develop and implement, on or before June 30, 2010, a policy requiring the disclosure of payments to placement agents. CalPERS had previously adopted a disclosure policy but had not…

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