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CALIFORNIA CORPORATE & SECURITIES LAW

Will California Require Notice Filings For Regulation A Offerings?

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 3(b)(2) requires the SEC to adopt rules exempting from the registration requirements of the Securities Act offerings of up to…

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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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An American Icon Amends Stock Plan To Make It Section 25102(o) Eligible – Why?

Section 102 the National Securities Markets Improvement Act (which amended Section 18 of the Securities Act of 1933) deems securities listed (or authorized for listing) on the NYSE, the American Stock Exchange or the National Market System of NASDAQ to be “covered securities”.   A security is also a “covered security” under the NSMIA if it is listed…

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How Many Errors Can You Make In 9,000 Words, More Or Less?

The Jumpstart Our Business Startups Act (JOBS Act) is a very modest 9,000+ words.  In comparison, the Dodd-Frank Act is a hefty 360,000+ words.  Thus, I find the number of technical errors in the JOBS Act to be surprising.  One such error is likely to cause some consternation. Before there was a JOBS Act, a Dodd-Frank Act…

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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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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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Why Section 25100(o) Certification Still Matters (Part 3); Big Whistleblower Award By OSHA

In two earlier posts, I wrote about why the Commissioner’s certification of a national securities exchange pursuant to Corporations Code § 25100(o) still matters.  Today, I discuss yet another reason why certification continues to be relevant.  This time the issue involves dissenters’ rights under the California General Corporation Law. Dissenters’ Rights Chapter 13 of the California Corporations…

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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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