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CALIFORNIA CORPORATE & SECURITIES LAW

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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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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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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