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CALIFORNIA CORPORATE & SECURITIES LAW

Investment Companies And Intrastate Offerings

Recently, my eye caught the following statement in the SEC’s Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers: Issuers registered or required to be registered under the Investment Company Act of 1940 are not eligible to conduct offerings pursuant to Section 3(a)(11), Rule 147 or Rule 147A. This seemed accurate enough with respect to…

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New Rule 147A And Amendments To Rule 147 Are Now Effective

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A.  See Will New Rule 147A Lead To A Renaissance In California Permit Applications?  These changes took effect on just over a month ago – on April 20, 2017. …

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Will New Rule 147A Lead To A Renaissance In California Permit Applications?

Yesterday, the Securities and Exchange Commission adopted a new intrastate offering exemption under the Securities Act of 1933.  Significantly, new Rule 147A will have no restrictions on offers and will not require that an issuer be organized in the state in which the intrastate offering is being conducted.  I was pleased to see that the adopting release cited…

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What Does Americold Realty Trust Have To Do With Rule 147?

Under Article III, Section 2 of the U.S. Constitution, the judicial power of the federal courts may extend to, among other things, controversies between citizens of different states.  When a party is a trust, in what state is the trust a citizen for purposes of the diversity jurisdiction of the federal courts?  There are several…

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What The SEC Doesn’t Understand About Blue Sky Laws

I recently submitted this comment letter to the Securities and Exchange Commission with respect to its proposal to modernize the exemption applicable to intrastate offerings.  The SEC somewhat misleadingly describes its proposal as ” “amendments to Rule 147 under the Securities Act of 1933”.  While that may technically be accurate, the SEC is actually jettisoning…

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What’s So Special About An 80% Doing Business Threshold?

In yesterday’s post, I dipped into the SEC’s proposed amendments to Rule 147, a safe harbor for intrastate offerings exempt from registration pursuant to Section 3(a)(11) of the Securities Act of 1933.  Among other things, the SEC is proposing to jettison the current requirement of Rule 147 that limits the availability of the rule to issuers organized…

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Rule 147 Changes May Cause Uptick In California Securities Qualifications

As has been widely noted, the Securities and Exchange Commission has proposed amending Rule 147 under the Securities Act of 1933.  That Rule provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings.  Among other things, the SEC is proposing to eliminate the current requirement in Rule 147 that issuers to…

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