Law Mandates CalPERS/CalSTRS Support For Shareholder Resolutions Supporting Religious Minorities
In 1999, the legislature enacted SB 105 (Burton) which obligates CalPERS and CalSTRS to support, whenever feasible, shareholder resolutions at domestic and international corporations in which those funds have invested that are designed to encourage, among other things: Increased representation of individuals from underrepresented religious groups in the work force, including managerial, supervisory, administrative, clerical, and technical jobs; and Banning of provocative Read more...
The NSMIA Didn’t Lay A Preemptive Finger On These Transactions
Last week, I was in Washington D.C. where I served as the moderator of a panel discussion on current securities law issues for small business. As part of my presentation, I discussed the following list of securities transactions that have not been preempted by the National Securities Markets Improvement Act of 1996 (aka the NSMIA): Offers and sales made pursuant to Read more...
Ninth Circuit Holds Private Company Rules Preempt California Law
California’s Statutory Prohibition on Forced Patronage California Labor Code Section 450(a) forbids employers from coercing the patronage of their employees: It provides: “No employer, or agent or officer thereof, or other person, may compel or coerce any employee, or applicant for employment, to patronize his or her employer, or any other person, in the purchase of any thing of value.” Read more...
Wager, Insurance, Bucketing or Swap?
In yesterday’s post, I mentioned Professor Joan Heminway’s recent essay on crowd funding. She notes that some crowd funding arrangements may “may look less like investment instruments commonly known as common stock or debentures, and more like loans, gambling bets, rights to consumable products or services or charitable or other nonprofit donations.” See “What is a Security in the Crowdfunding Read more...
NASAA Slams The JOBS Act, But Have The States Really Been Handcuffed?
NASAA isn’t in the business of firing off rockets but it did launch a missile yesterday targeted directly at the JOBS Act. In this press release, NASAA’s president, Jack E. Herstein, is quoted as saying: The JOBS bill the President signed today is based on faulty premises and will seriously hurt all investors by either eliminating or reducing transparency and investor protections. It will Read more...
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 Administrators Association (aka NASAA). Alan Read more...
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 First, I want to give Read more...
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 (which amended Section 18 of Read more...
Does the Dodd-Frank Act Revive the CA Bucket Shop Law?
California has had its current Bucket Shop Law on the books since 1949. The Bucket Shop Law, among other things, voids all contracts for the purchase or sale of shares without any intention on the part of one party to deliver, and the other party to receive, the shares, and contemplating the payment of the difference between the contract price Read more...
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 a transaction under Rule 506 Read more...
