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CALIFORNIA CORPORATE & SECURITIES LAW

The NSMIA Didn’t Lay A Preemptive Finger On These Transactions

Last week, I was in Washington D.C. where I served as the moderator of a panel discussion on current securities law issues for small business.  As part of my presentation, I discussed the following list of securities transactions that have not been preempted by the National Securities Markets Improvement Act of 1996 (aka the NSMIA): Offers…

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Everything’s [Even More] Up-To-Date In Kansas City!

Last summer, I wrote about a new stock exchange – “New U.S. Exchange – It’s Better Than A Magic Lantern Show“.  What Next?  What Next? In January, the Securities and Exchange Commission adopted an amendment to Rule 146 under Section 18 of the Securities Act of 1933 to designate certain securities listed, or authorized for listing,…

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No Form D Filing – Now What?

In 1996, Congress added Section 18 to the Securities Act of 1933 as part of the National Securities Markets Improvement Act (NSMIA) to preempt state qualification requirements with respect to “covered securities”, as defined.  Section 18(b)(4)(D) provides that a security is a covered security with respect to specified types of transactions.  One such transaction is…

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