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CALIFORNIA CORPORATE & SECURITIES LAW

This May Not Be Rocket Science, But Is NASAA’s Form D Filing Fee Legal?

Earlier this week, the North American Securities Administrators Association (aka NASAA) announced the launch of its Electronic Filing Depository (EFD).  The EFD allows issuers to file Form Ds in Rule 506 offerings online.  A number of states (but not California) issued press releases announcing their participation in NASAA’s EFD.  New Jersey, for example, issued this…

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Revealed! The Investor Advisory Committee’s Recommendations On Lifting The General Solicitation Ban In Rule 506 Offerings

I was not the only one who was perturbed by the Investor Advisory Committee’s procedures for considering the Securities and Exchange Commission’s proposed rulemaking to lift the ban on general solicitation and Advertising in Rule 506 offerings.  Niels Holch, the Executive Director of the Coalition of Mutual Fund Investors, submitted this comment letter that concludes:…

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Enforcing Form D Filings – A Misguided State Policy

The American Bar Association’s Committee on State Regulation of Securities publishes The Blue Sky Bugle, a newsletter for lawyers who deal with the state regulation of securities.  In a column for the December issue, Alan Parness of Cadwalader, Wickersham & Taft LLP wrote about the enforcement report issued last October by the North American Securities…

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Is Form D Afflicted With Mission Creep?

In 1981, the Securities and Exchange Commission proposed the adoption of a new form in connection with the adoption of Regulation D.  Release No. 33-6339 (Aug. 7, 1981) [46 FR 41791].  The following year the SEC adopted both Regulation D and the new form, which it christened “Form D”.  Release No. 33-6389 (Mar. 8, 1982)…

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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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Form D or 25102(f) Notice?

Issuers relying on Rule 506 of Regulation D under the Securities Act of 1933 have the benefit of federal preemption of California’s (and other states’) qualification requirement by virtue of Section 18(b)(4)(D) of that act.  Although no state law change was required to effect this preemption, the California legislature acknowledged reality by enacting Section 25102.1 of the…

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