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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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Federal Preemption And Bank Securities: Was The Commissioner’s Order Really Necessary?

The August 2011 Monthly Bulletin published by the Department of Financial Institutions recently arrived in my inbox.  One article caught my eye and caused me to revisit the status of state regulation of the offer and sale of bank securities in light of the National Securities Markets Improvement Act of 1996. The Small Business Lending Fund…

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Certification Pursuant To Section 25100(o) – Why It Still Matters (Part 1)

On October 11, 1996, President Bill Clinton signed the National Securities Markets Improvement Act (aka the “NSMIA”)  into law.  The NSMIA preempted qualification requirements under state blue sky laws with respect to “covered securities”.  In general, the act designated certain securities as “covered securities”.  Other securities were designated “covered securities” only with respect to specified categories of transactions. Section 102 the NSMIA…

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Dinner Is Served: Will The Volcker Rule Spur Interest In California’s Capital Access Company Law?

Congress issues an invitation  When Congress enacted the National Securities Markets Improvement Act of 1996 (aka the “NSMIA”), it added a new exemption to the Investment Company Act of 1940.  Under Section 6(a)(5), a company will be exempt if, among other things, It is not engaged in the business of issuing redeemable securities; and Its operations…

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Private Placements And The Internet

Many securities lawyers are familiar with the SEC staff’s position in the IPONET no-action letter (July 26, 1996).  That letter is frequently referred to in discussions on how to conduct a private placement on the Internet without violating the prohibition on general solicitation or general advertising found in Rule 502(c). What may be less well…

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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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A Rara Avis Indeed, The Capital Access Company

More than a decade ago, the California legislature added the Capital Access Company Law to the Corporations Code, Stats. 1998, c. 668 (S.B. 2189).  The intent of the law was to take advantage of an exemption to the Investment Company Act of 1940 that Congress added as part of the National Securities Markets Improvement Act…

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