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CALIFORNIA CORPORATE & SECURITIES LAW

Private Placements And The Internet

Many securities lawyers are familiar with the SEC staff’s position in the IPONET no-action letter (July 26, 1996).  That letter is frequently referred to in discussions on how to conduct a private placement on the Internet without violating the prohibition on general solicitation or general advertising found in Rule 502(c). What may be less well…

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California’s General Announcement Exemption

Issuers offering or selling securities in California must qualify those offers and sales with the Department of Corporations unless they are exempt from, or not subject to, qualification.  Cal. Corp. Code § 25110.   Since the enactment of the Corporate Securities Law in 1968, the Legislature has added exemptions and Congress has preempted state qualification requirements…

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Did The SEC Really Have Good Cause To Grant Accelerated Approval Of Amendments To NYSE Rule 452?

On September 9, 2010, the Securities and Exchange Commission granted accelerated approval of the New York Stock Exchange’s proposed amendments to Rule 452.   Echoing the Queen of Hearts (“Sentence first – verdict afterwards”), the SEC at the same time announced that it was soliciting comments on the “proposed” rule change.  The NYSE proposed the rule to meet…

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New Form ADV Part 2 Has Now Arrived In California

 As a reminder, the California Department of Corporations this week began allowing investment adviser applicants and licensed investment advisers filing amendments to their Part II of Form ADV to use either the current Part II or the new Part 2 to Form ADV.  For more on this topic, see my earlier post.

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SEC’s Proposed “Family Office” Rule and Rule 260.204.9

In The Snows of Kilimanjaro, Ernest Hemingway wrote: “‘The very rich are different from you and me.’ And how someone had said to Julian, ‘Yes, they have more money.’”   That is certainly true in the case of the families described in the Securities and Exchange Commission’s recently proposed family office rule. According to the SEC,…

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Usury Exemption Bites Back

Last week, I wrote about the oft overlooked California Finance Lenders (CFL) law.  In general, that law provides that anyone engaged in the business of making consumer or commercial loans must obtain a license from the Department of Corporations (unless an exemption is available). CFL licensees do enjoy one benefit.  They constitute a class of “exempt persons”…

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Raising Capital Without Violating CA Securities Laws

On October 21, 2010, I will be speaking to the Business Law Section of the Bar Association of San Francisco on how to raise capital without violating California’s securities laws.  I plan to discuss the following topics, among others: Common (and not so common) exemptions Using (and abusing) the internet Finders and broker-dealer issues Investor…

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Don’t Talk Trash About A California Bank

A bank run can start with a rumor.  Once a run has begun, it can be very hard to stop, as was described in this 1986 Los Angeles Times article . The Department of Financial Institutions has observed that some California banks recently have been victimized by rumors.  As a result, the Department issued a…

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Massey Energy Loses Bid To Eliminate Cumulative Voting

I’ve recently commented CalPERS’ announcement that it would abstain on a proposal by Massey Energy Company to eliminate cumulative voting.  Yesterday, Massey Energy reported in this Form 8-K that its stockholders did not approve the proposal.  The company reported that there were 75,341,383 votes cast for the proposal, 3,967,341 votes cast against the proposal, 564,215…

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Happy 한글날!

Since visiting South Korea, I’ve had an interest in the Korean language.  Therefore, I’m compelled to mention that tomorrow is Hangeul Day.  Hangeul (한글) is the writing system used in Korea.  It employs syllabic blocks consisting of at least two letters (consonants and vowels).  It’s an elegant and efficient writing system and surprisingly easy to…

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