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CALIFORNIA CORPORATE & SECURITIES LAW

CA AG Files Criminal Complaint Against Sellers of Movie Loans

Last week, the California Attorney General filed this 89 count criminal complaint against three individuals.  The complaint alleges that these individuals offered and sold securities without qualification under the Corporate Securities Law of 1968.  An interesting aspect of this cases is that it involved the alleged offer and sale of securities in the form of loans.  According…

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Proxy Access and Director Qualification Requirements

Last week, the Securities and Exchange Commission adopted its final changes to the federal proxy rules.  These new rules will require public companies, under specified circumstances, to include in their proxy materials information about, and the ability to vote for, a shareholder’s (or shareholder group’s) nominee(s) for director.  In adopting these rule changes, the SEC expressly…

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State Shareholder Nomination Rights

The nice thing about being a corporate and securities lawyer is that I’m never at a loss for new reading material.  Just as I was beginning to despair about what to read after the Dodd-Frank Act, the Securities and Exchange Commission issued its adopting release on facilitating shareholder director nominations.  While no A La Recherche…

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CalPERS Corrects Placement Agent Notice (Again)

Yesterday, the California Public Employees Retirement System (CalPERS) issued another corrected notice regarding its proposed placement agent disclosure regulations.  The notice had incorrectly stated that the CalPERS Investment Committee would consider the modifications to the proposed regulations at a meeting on September 16, 2010.  The correct date is September 13, 2010.  Comments on the modifications, however,…

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Bills Making Last Dash to Enrollment

With the current legislative biennium ending next week, here are some key dates to keep in mind: August 31 – Last day for any bill (with certain exceptions) to be passed (Cal. Const. Art. IV, § 10(c), Joint Rule (J.R.) 61(b)(17)). Final Recess begins on adjournment (J.R. 51(b)(3)). September 30 – Last day for Governor to sign or veto…

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Does George Babbitt Need a Broker-Dealer License (Part III)?

Yesterday’s post concerned additional exemptions for real estate brokers under the California Corporate Securities Law.  Today’s post is the final in this series (for now). Corporations Code § 25004 defines the term “broker-dealer”.  Subdivision (a)(6) excludes a broker licensed by the California Real Estate Commissioner when engaged in transactions in securities: exempted by subdivision (f)…

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Does George Babbitt Need a Broker-Dealer License (Part II)?

Last week, I discussed the real estate broker exemption from broker-dealer licensing requirements in California Corporations Code § 25206.  Commissioner’s Release 62-C provides additional clarifying comments regarding this exemption. The Commissioner of Corporations has also adopted a rule that provides an additional exemption for real estate brokers licensed by the California Real Estate Commissioner. Rule 260.204.1 exempts real estate brokers…

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It’s Friday and the DOC and CalPERS are Closed (Again)

On July 30, I reported that “Furlough Fridays” would be returning to most state agencies in August.  Yesterday, Shane Goldmacher wrote in this Los Angeles Times story that efforts by several state employee unions to block furloughs have been unsuccessful so far.   Both the Department of Corporations and the California Public Employees Retirement System (CalPERS) will be closed on August…

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Does George Babbitt Need a Broker-Dealer License (Part I)?

A developer wants to acquire a piece of property but lacks sufficient capital.  She forms a limited partnership to acquire the land and begins looking for investors.  If a licensed real estate broker is involved, must that broker be licensed as a broker-dealer under the Corporate Securities Law of 1968? Some may be surprised to…

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At CalPERS, the News Continues to be Bad

Last month, Evan Halper of the Los Angeles Times wrote this story about the level of transparency at the California Public Employees Retirement System (CalPERS).  In this story, he reports that while CalPERS has hired an outside law firm, “[w]hat exactly CalPERS has ordered the firm to do and how much it is paying for those…

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