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CALIFORNIA CORPORATE & SECURITIES LAW

Did The SEC Really Have Good Cause To Grant Accelerated Approval Of Amendments To NYSE Rule 452?

On September 9, 2010, the Securities and Exchange Commission granted accelerated approval of the New York Stock Exchange’s proposed amendments to Rule 452.   Echoing the Queen of Hearts (“Sentence first – verdict afterwards”), the SEC at the same time announced that it was soliciting comments on the “proposed” rule change.  The NYSE proposed the rule to meet…

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The Dodd-Frank Act’s Exclusion of the “Chief School of Human Virtues”

As has been discussed in earlier posts, Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the exclusion of the value of an investor’s primary residence for purposes of the net worth determination under Securities Act Rules 215 and 501(a)(5).  The Securities and Exchange Commission has provided the public with an opportunity to comment on rule…

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California Is The Largest Issuer In The United States

On September 21, 2010, the Securities and Exchange Commission held its first in a series of hearings concerning the municipal securities markets.   California Treasurer Bill Lockyer submitted these written remarks.  In these remarks, the Treasurer mentions that last year California was “the largest issuer in the nation including corporate issuers” (with certain footnoted exceptions). In…

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Offers and Sales to Governmental Agencies

David Freeman of Arnold & Porter LLP recently submitted this letter to the Securities and Exchange Commission on behalf of the State of Alaska.  The letter urges the SEC to amend its definitions of “accredited investor” in Rule 215 and Regulation D and “qualified institutional buyer” in Rule 144A to include governmental bodies – pointing…

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Want to Nominate a Director Today? Here’s How

The Securities and Exchange Commission’s new proxy access requirements are garnering a great deal of attention even though those rules have yet to take effect.  In the meantime, you can still nominate a candidate for election as a director by sending an email to: DiverseDirectorDatabase@calpers.ca.gov. No, this won’t necessarily get your candidate in any company’s…

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Director Qualification Requirements, Nominations & Proxy Access

As discussed in this earlier post, the SEC’s proxy access rule amendments will soon require many publicly traded companies to include shareholder nominees in their proxy statement and proxy cards.  This rule may reignite old questions about how to handle director qualification requirements. Some 131 pages into the 451 page adopting release, the SEC makes…

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State Shareholder Nomination Rights

The nice thing about being a corporate and securities lawyer is that I’m never at a loss for new reading material.  Just as I was beginning to despair about what to read after the Dodd-Frank Act, the Securities and Exchange Commission issued its adopting release on facilitating shareholder director nominations.  While no A La Recherche…

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Dodd-Frank Act Preempts CSL Qualification of Certain Securities

Most securities lawyers are familiar with federal preemption of state qualification requirements pursuant to Section 18 of the Securities Act of 1933 (“Securities Act”).  See, e.g., my post regarding preemption and Rule 506 offerings.  I expect that fewer lawyers are familiar with preemption pursuant to Section 28(a) of the Securities Exchange Act of 1934 (“Exchange Act”).  In…

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What is a Venture Capital Fund? (Part II)

The Securities and Exchange Commission has established a procedure for commenting on rule proposals even before the proposals have been made.    I’ve already taken advantage of this procedure to submit this comment on with respect to the definition of “venture capital fund”.  This process didn’t go well for me as the SEC somehow lost my comment.  However,…

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Can You Still Include Your Primary Residence in California?

With Congress’ passage of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DF Act”), lawyers across the nation are struggling to come to grips with the act’s impact on their clients.  Lawyers representing businesses in need of capital, venture capital companies and hedge funds are noting that Section 413 of the act will…

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