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Five Gnostic Exemptions From The Qualification Requirements Of The Corporate Securities Law

When looking for exemptions from the qualification requirements of the California Corporate Securities Law of 1968, a good place to start is Chapter 1, Part 2, Division 1 of Title 4 of the Corporations Code.  Cal. Corp. Code § 25100 et seq.  If you don’t find an usable exemption there, another promising place to look is the rules of the Commissioner…

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Recurrent Rogations Regarding California’s Section 25102(f) Exemption

Section 25102(f) is perhaps the most commonly used exemption from qualification under the California Corporate Securities Law of 1968.  Here are just a few of the questions that the Department of Business Oversight receives concerning the exemption: Is the exemption available for the offer and sale of limited partnership interests? Yes.  Some exemptions, such as…

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And You Thought Dissenters’ Rights Didn’t Apply To Delaware LLCs

Delaware’s Limited Liability Company Act provides that a limited liability company agreement or an agreement of merger or consolidation or plan of merger may provide for appraisal rights.  6 Del. Code § 18-210.  Does this mean that a Delaware LLC with no such provision need not worry about dissenters’ rights?  Not necessarily.  Article 11 of…

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Does The Authorization Or Issuance Of A New Class Of Stock Require Qualification?

Corporations often amend their articles of incorporation to create one or more new classes of securities.  These newly created classes often have priority over the previously issued and outstanding shares.  Does the amendment or issuance of these shares require qualification under the Corporate Securities Law?  The answer is “yes” – and “no”. Of course, any…

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A CSL Riddle – When Does A Corporation With Two Shareholders Have No Outstanding Shares?

The Riddle of the Sphinx Recently, I was fortunate to see an adaption of the play Trojan Women by Euripides performed at the amphitheater at the Getty Villa in Malibu.  It was wonderfully magical to sit under a bright moon at the edge of the Pacific ocean and watch a play that has been enjoyed by…

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