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CALIFORNIA CORPORATE & SECURITIES LAW

Promoters And California’s Limited Offering Exemption

I was admitted to the bar the same year that the legislature completed its parturition of a new limited offering exemption under the Corporate Securities Law of 1968 – California Corporations Code Section 25102(f).  AB 1518, Cal. Stats. 1981, ch. 1120.  Section 25102(f) exempts the offer and sale of securities from the issuer qualification requirement established by…

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Bill Threatens To Yank Qualification Upon Any Change In Management

Sometimes, I run across bills that seem to defy rational explanation.  AB 2610 (Holden) appeared to be one such bill. Under the California Corporate Securities Law of 1968, the offer and sale of securities must be qualified unless the transaction or security is exempt or not subject to qualification due to federal preemption.  Qualification, however,…

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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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