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CALIFORNIA CORPORATE & SECURITIES LAW

The Most Important Thing You Need To Know Now About The Lifting Of The General Solicitation Ban

I’m tempted to begin this post with the following: Last week, the Securities and Exchange Commission lifted the ban on general solicitation in Rule 506 and Rule 144A offerings. The problem with that sentence is that it simply isn’t true.  The SEC did not lift the ban – Congress lifted the ban over a year…

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A Good Meal, A Good Time And A Good Securities Offering?

A well-used sales technique is to offer prospective purchasers a free meal.   In fact, the North American Securities Administrators Association has issued this alert to seniors about the dangers associated with a “free lunch”.  I’ve sometimes wondered whether securities regulators should adopt a prohibition similar to the no swimming within one hour of eating rule – no…

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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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