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CALIFORNIA CORPORATE & SECURITIES LAW

Unregistered Sales Of Certificates Of Deposit

Last spring, the California Department of Business Oversight warned consumers that two related companies have been offering unlicensed online securities broker-dealer services and “unregistered sales of certificates of deposit (CDs)”.  The Department’s announcement raises the question of whether the offer and sale of CDs must be qualified under the Corporate Securities Law of 1968. Section 25019 of…

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Will California Require Notice Filings For Regulation A Offerings?

Last month, the Securities and Exchange Commission adopted amendments to Regulation A as required by Section 3(b)(2) of the Securities Act of 1933, which was added by Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 3(b)(2) requires the SEC to adopt rules exempting from the registration requirements of the Securities Act offerings of up to…

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How Many Errors Can You Make In 9,000 Words, More Or Less?

The Jumpstart Our Business Startups Act (JOBS Act) is a very modest 9,000+ words.  In comparison, the Dodd-Frank Act is a hefty 360,000+ words.  Thus, I find the number of technical errors in the JOBS Act to be surprising.  One such error is likely to cause some consternation. Before there was a JOBS Act, a Dodd-Frank Act…

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Blue Sky And Rule 144A

Rule 144A is a non-exclusive safe harbor rule under the Securities Act of 1933.  The rule exempts reoffers and resales of securities from the registration (but not the anti-fraud) provisions of the Securities Act.  Many securities practitioners are, of course, familiar with the conditions of Rule 144A which has been on the books for over two…

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Closing the Barn Door . . .

Yesterday, I wrote about Section 413 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“DF Act”).  You can watch President Obama’s explanation of Wall Street reform here.  As a horse owner, I’m sensitive to expressions involving horses.  Thus, it occurs to me that in some ways the exclusion of an investor’s primary residence…

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