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CALIFORNIA CORPORATE & SECURITIES LAW

SEC Charges Attorney For Allegedly False Legal Opinion

Last week, the Securities and Exchange Commission announced charges against an attorney who was allegedly involved in the filing of false registration statements.  The SEC’s order instituting proceedings alleges that the attorney provided opinion letters in support of registration statements filed by multiple shell companies: In late 2011 and 2012, Dalmy, an attorney, provided opinion…

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Rule 144 Opinion Letters – Do They Protect Anyone?

The Ninth Circuit Court of Appeals has previously suggested that scienter is not required under Section 5.  SEC v. Phan, 500 F.3d 895, 905-06 (9th Cir. 2007).  Yesterday, the Court addressed the issue directly.  SEC v. CMKM Diamonds, Inc., Case Nos. 11-17021 & 11-17025 (Sept. 10, 2013). The case arose out of a scheme to distribute billions of…

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