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CALIFORNIA CORPORATE & SECURITIES LAW

Investment Advisers And Broker-Dealers Face Scant Likelihood Of California Examinations

The California Department of Business Oversight recently issued a report on its Broker-Dealer/Investment Adviser Program.  This report was required by the Budget Act of 2014. Although short, the report provides some interesting data about California’s oversight of investment advisers and broker-dealers. In the last five years, the number of investment adviser firms subject to examination by the BDO has increased…

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Commissioner Finds Funding Is Not A Sine Qua Non For Lender Status

The California Department of Business Oversight administers and enforces the California Finance Lenders Law, Cal. Fin. Code § 22000 et seq.  The CFLL prohibits any person from engaging in the business of a “finance lender” without a license, unless otherwise exempt.  Cal. Fin. Code § 22100(a).  The CFLL provides the following definition of “finance lender”:…

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How Much Does Your Banker Make?

In the midst of the Great Depression, The New Yorker published a poem by Ogden Nash entitled “Bankers Are Just Like Anybody Else, Except Richer”.  But are bankers really wealthier than hoi polloi?  The answer may be found in the Department of Business Oversight’s annual survey of bank officer and director at state-chartered banks, national…

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Suitability Of Broker-Dealer Recommendations And Litotes

The Financial Industry Regulatory Authority, better known as FINRA, imposes a suitability requirement on its members.  Rule 2111(a) requires, in part, that a broker-dealer or registered representative “have a reasonable basis to believe that a recommended transaction or investment strategy involving a security or securities is suitable for the customer” based on the customer’s investment…

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California DBO Proposes Finders Exemption Regulations

Last fall, California enacted a finders exemption to the broker-dealer registration requirement under the Corporate Securities Law of 1968.  See Governor Signs Finders Exemption Bill.  This new exemption took effect on January 1, 2016 isn’t exactly taken the state by storm.  See California Finders Exemption Has Yet To Catch On.  Last month, the Commissioner of Business…

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Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings.  Among other things, the SEC is proposing to eliminate the current requirement in Rule 147 that issuers to…

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Filing Notices of Exemption Online In California

Occasionally, I’m asked whether it is possible to file a specific notice electronically using the California Department of Business Oversight’s online portal.  To use this service, you must register online.  There are two registration options: Option A is for quick notice filings and Option B is for applying for a license, registering a franchise or applying for…

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CAFA Filings Spike in 2013

  On February 18 2005, Congress enacted the Class Action Fairness Act (CAFA), P.L. No. 109-2 (28 U.S.C. §§ 1332(d), 1453, and 1711 – 1715). In enacting the CAFA, Congress sought to protect consumers and investors from settlements in which plaintiffs’ attorneys received significant fees but class members received little or even less. In one…

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DBO Establishes Protocol To Block Unlicensed Payday Lenders’ Ads

When I served as California’s Commissioner of Corporations, Internet commerce was just finding its legs and we were concerned about how to apply the Corporate Securities Law to this new technology.  For state regulators, the challenge has been how to prevent unlicensed activity from entering the state through the Internet.  This week, the Department of…

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DBO Filing Procedures Set To Change Big Time

When I joined the Department of Corporations, it had no website and filings were made only in hard copy.  In the ensuing years, the Department (now known as the Department of Business Oversight) created a website, established system for filing notices of exemption under Section 25102(f) online, and provided online access to securities and franchise filings.  See California’s Big…

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