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CALIFORNIA CORPORATE & SECURITIES LAW

Qualification Of Offers And Sales Of Non-Voting Common Stock Is No Snap In California

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share.  The gross proceeds of the offering to the company and its selling stockholders was $3.91 billion. Even successful offerings have…

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An American Icon Amends Stock Plan To Make It Section 25102(o) Eligible – Why?

Section 102 the National Securities Markets Improvement Act (which amended Section 18 of the Securities Act of 1933) deems securities listed (or authorized for listing) on the NYSE, the American Stock Exchange or the National Market System of NASDAQ to be “covered securities”.   A security is also a “covered security” under the NSMIA if it is listed…

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Elimination Of Exception’s Exception For Listed Companies Is In The Offing

While many were thinking of love on Valentine’s Day, Assembly member Bob Wieckowski’s thoughts were turned to dissenters’ rights; for on that day he introduced AB 1680.  This bill would eliminate an exception to an exception from the definition of “dissenting shares” in Corporations Code Section 1300(b).  Because dissenters’ rights are intended to allow a…

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Why Section 25100(o) Certification Still Matters (Part 3); Big Whistleblower Award By OSHA

In two earlier posts, I wrote about why the Commissioner’s certification of a national securities exchange pursuant to Corporations Code § 25100(o) still matters.  Today, I discuss yet another reason why certification continues to be relevant.  This time the issue involves dissenters’ rights under the California General Corporation Law. Dissenters’ Rights Chapter 13 of the California Corporations…

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Certification Pursuant To Section 25100(o) – Why It Still Matters (Part 2) And A Comment on H.R. 2483

Section 15100(o) and Usury Yesterday, I wrote about the continued significance of certification by the Commissioner of Corporations of national securities exchanges pursuant to Section 25100(o) of the Corporations Code.  Today is Part 2 of that discussion. As discussed in this earlier post (“The ‘Usury Permit’ – Fact or Fiction?”), the California Constitution imposes limitations on the…

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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…

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California And The Certification Of Stock Exchanges

Currently, there are 15 national securities exchanges registered with the Securities and Exchange Commission pursuant to Section 6(a) of the Securities Exchange Act of 1934.[1]  In addition, six exchanges are registered with the SEC pursuant to Section 6(g) of the Exchange Act for the purpose of trading security futures.[2] These exchanges may be registered national…

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