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CALIFORNIA CORPORATE & SECURITIES LAW

Partnership Dissolution And A Chief Judge’s Lament

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute.  Chief Judge Lawrence J. O’Neill, however, chose to begin a recent opinion with an invitation to the parties and their attorneys to write their Senators: Judges in the…

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Federal Judge Rules Out Private Cause Of Action Under California Control Person Statute

Some persons may be deemed to violate the Corporate Securities Law of 1968 even though they did not directly violate the law.  Corporations Code Section 25403(a) provides that a person who with knowledge directly or indirectly controls and induces any person to violate any provision of the CSL or any rule or order thereunder is deemed to be…

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If The Market Makes You Do It, Why Should The SEC?

The basic premise underlying most disclosure requirements seems to be that issuers won’t disclose to investors unless legally required to do so.  Yet, there is ample evidence of issuers making disclosures in the absence of legal compulsion.  Below are just a few examples: Earnings announcements.  While SEC rules require companies to file quarterly and annual…

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Real Estate Fund Advisers And Penumbra Registration

Last August, the Securities and Exchange Commission adopted amendments to Form ADV, the form used by investment advisers to register with the SEC and with the states.  Included in these amendments were changes to allow multiple private fund adviser entities operating a single advisory business to file one Form ADV.  These changes formalized prior staff guidance…

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More On Real Estate Funds And The Investment Advisers Act

In a previous post, I began to delve into the question of what is a “real estate fund”.  See SEC Staff Reports On “Real Estate Funds”, But What Exactly Are They?  As noted in that post, a “real estate fund” as defined in Form PF cannot be a company excluded from the definition of an “investment…

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Of Section Symbols And Pilcrows

It wasn’t so very long ago that the lawyer who typed his or her own documents was a rara avis indeed.  Nowadays, there are few attorneys who don’t.  Therefore, I think most lawyers today share the annoyance of inserting the glyph denoting a section – §.  In some applications (such as WordPress on which I type this blog),…

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Knowledge Of Loan Extensions Precludes Exoneration

The California Civil Code devotes several sections to the subject of the exoneration of sureties.  Section 2819, for example, intones: “A surety is exonerated, except so far as he or she may be indemnified by the principal, if by any act of the creditor, without the consent of the surety the original obligation of the…

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SEC Staff Reports On “Real Estate Funds”, But What Exactly Are They?

Yesterday, the SEC staff announced that it had published a suite of new data and analyses of private fund statistics and trends.  These data include information with respect to “real estate funds”.  But what exactly is a “real estate fund”?  The answer is more than just a little arcane. The SEC gathers the data from Form PFs.  You are required…

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Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share.  The gross proceeds of the offering to the company and its selling stockholders was $3.91 billion. Even successful offerings have…

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