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CALIFORNIA CORPORATE & SECURITIES LAW

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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SOS Changes Document Certifications

Historically, the California Secretary of State has certified copies of filed documents by attaching a separate cover page.  Last week, the Secretary of State announced that effective July 23, 2010 her office would stamp the back of the last page of the instrument being certified in lieu of providing a separate cover page.  The stamp will contain the…

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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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Shareholder Approval of Political Contributions – Coming Soon?

On June 22, 2010, I posted an item concerning AB 919 (Nava), a California bill that would require corporations to report political contributions to shareholders and make refunds to those shareholders who don’t agree.  In today’s Proxy Season Blog, Therese Doucet writes about similar legislative efforts in New York, Massachusetts and even in Congress.  Broc…

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“‘Tis Well Consented” Vel Non

On July 19, 2010, I discussed action by written consent of the board pursuant to Corporations Code Section 307.  The statute is remarkably silent on some key points.  For example, while the statute clearly requires that consents be in writing (see Sections 8 and 195), the statute does not specifically require that the consents be…

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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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