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CALIFORNIA CORPORATE & SECURITIES LAW

Making A List Of Securities And Checking It Twice

California Corporations Code Section 25019 defines “security” not by saying what a security is but by providing examples of numerous types of securities.  In this respect, Section 25019 is reminiscent of Section 2(a)(1) of the Securities Act of 1933.  The two statutory lists, however, are not identical.  Below is a brief summary of some of the differences: Securities listed…

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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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Resource Extraction Payments Disclosure: “I’ve Information Vegetable, Animal, and Mineral”

Section 13(q) of the Securities Exchange Act of 1934 directed the SEC to issue rules requiring resource extraction issuers to include in an annual report information relating to any payment made by the issuer, a subsidiary of the issuer, or an entity under the control of the issuer, to a foreign government or the Federal…

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CSL Takes Pity On Inter Vivos Trusts

Section 25019 of the Corporations Code defines “security” broadly by listing a broad range of items that is substantially, but not exactly, the same found in Section 2(a)(1) of the Securities Act of 1933.  See “Security” Definitions In CSL And ’33 Act – Similar But Not The Same. While both lists include voting trust certificates, neither…

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“Security” Definitions In CSL And ’33 Act – Similar But Not The Same

Both the California legislature and the U.S. Congress have enacted extensional definitions of “security” – that is Section 25019 of the Corporate Securities Law of 1968 and Section 2(a)(1) of the Securities Act each provides a list of what constitutes a security.  These lists, however, are not the same. Here’s what’s on the California list that isn’t…

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