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CALIFORNIA CORPORATE & SECURITIES LAW

“Interim Final Temporary Rules”, Say What?

Visitors to the Securities and Exchange Commission’s website will find a pull-down menu entitled “Regulation”.  One of the items on that menu has the oxymoronic title of “Interim Final Temporary Rules”.  How can a rule be both interim (meaning provisional or for an intervening time period) and final (meaning, coming at the end)?  The nomenclature makes no…

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Does The SEC’s New Form 10-K Rule Create A New Disclosure Standard?

Yesterday, the Securities and Exchange Commission announced that it has adopted an interim final rule that allows Form 10-K filers to provide a summary of business and financial information contained in their annual reports.  The SEC adopted the rule pursuant to Section 72001 of the Fixing America’s Surface Transportation (FAST) Act.  The rule adds a new Item 16 to…

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Is The SEC On Schedule To Violate Another Law?

Last December, President Obama signed into law the Fixing America’s Surface Transportation Act (aka the “FAST Act“).  Buried in the FAST Act were several provisions intended to lighten the load of Securities and Exchange Commission compliance.  Section 72001 requires the SEC to issue regulations to permit issuers to submit a summary page on Form 10–K (17…

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Preemption Of Secondary Trading Is Fast Becoming More Obscure

Secondary trading of securities in California must be qualified unless exempt or not subject to qualification due to federal preemption.  Cal. Corp. Code § 25130.  Similarly, the offer and sale of securities are subject to registration under the Securities Act of 1933 unless exempt.  Sections 4(a)(1) and 4(a)(3) of the Securities Act are the exemptions…

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Sellers May Find The FAST Act To Be Not So Fast

I’ve devoted several recent posts to the new secondary trading exemption that Congress tacked on to Section 4 of the Securities Act of 1933.  The exemption is poorly drafted and in many cases may prove unusable.  Perhaps this reflects its provenance as part of a large bill devoted primarily to transportation matters – the Fixing…

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Strawberries and Raspberries – Truly Strange Bedfellows

When I served as Deputy Secretary and General Counsel of the California Business, Transportation & Housing Agency, the Departments of Transportation and Corporations were part of that agency.  As a result, my days often involved a concatenation of transportation and securities law legislative issues.  After leaving government service, I didn’t expect to see this unusual pairing…

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