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CALIFORNIA CORPORATE & SECURITIES LAW

The JOBS Act And The Convergence Of Private And Public Sales Under The UCC

Section 9610(b) of the California Commercial Code provides that if commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.  The Commercial Code, however, does not override applicable securities laws:…

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Don’t Bank On Being Able To Use “Bank” In Your Corporate Name

“Bank” is a good example of a homonym (same spelling and pronunciation but different meaning), a homograph (same spelling but different meaning) and a homophone (same pronunciation).  I can think of at least three different meanings of the word in its noun form – a place where financial transactions are made, a mound or heap,…

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Can The SEC Eliminate The Prohibition On General Solicitation Retroactively?

In Section 201(a)(1) of the Jumpstart Our Business Startups (JOBS) Act, Congress ordered the Securities and Exchange Commission to amend Regulation D to permit general solicitation or general advertising in offerings made under Rule 506, provided that all purchasers of the securities are accredited investors.  See Chowing Down On The JOBS Act And Ralston Purina. …

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Chowing Down On The JOBS Act And Ralston Purina

Anyone who has studied securities law has undoubtedly heard of the Supreme Court’s decision in SEC v. Ralston Purina Co., 346 U.S. 119 (1953).  In that case, the Supreme Court struggled with the exemption in the Securities Act of 1933 for “transactions by an issuer not involving any public offering” (now in Section 4(2) but then…

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