Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

Placement Agent Bill Amended

The amendments to AB 1743 (Hernandez) are now in print.  This bill would require placement agents with respect to California public retirement systems to register as lobbyists. These amendments address several technical concerns that I had with earlier versions of the bill.  In particular, I thought that the bill confused the two situations in which…

Share on:

Can California Handle Dodd-Frank?

In 1996, Congress apportioned regulation of investment advisers between the Securities and Exchange Commission and the states based on the amount of assets that an adviser had under management.  At that time, Congress drew the line at $25 million in Section 203A of the Investment Advisers Act of 1940 (subsequent rulemaking by the SEC generally did not require SEC registration…

Share on:

Compensation Committees – Whom Do You Represent?

Amongst the many, many, changes wrought by the Dodd-Frank Wall Street Reform & Consumer Protection Act, is this requirement in Section 952(d)(1):   “The compensation committee of an issuer, in its capacity as a committee of the board of directors, may, in its sole discretion, retain and obtain the advice of independent legal counsel and other advisers”. …

Share on:

What is a Venture Capital Fund? (Part II)

The Securities and Exchange Commission has established a procedure for commenting on rule proposals even before the proposals have been made.    I’ve already taken advantage of this procedure to submit this comment on with respect to the definition of “venture capital fund”.  This process didn’t go well for me as the SEC somehow lost my comment.  However,…

Share on:

What is a Venture Capital Fund?

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act creates a new exemption from federal registration for investment advisers if all their investment advice is limited to one or more “venture capital funds”.  Congress, however, did not say what a “venture capital fund” was.  Rather, Congress told the Securities and Exchange Commission…

Share on:

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…

Share on:

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…

Share on:

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…

Share on: