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CALIFORNIA CORPORATE & SECURITIES LAW

Why State Registration Of Security-Based Swaps Is Non-Existent

The regulation of “swaps” lies at the intersection of the commodities and securities regulation.  In the parlance of commodity regulation, a “swap” is a contract or transaction that provides for a payment dependent on an event or contingency “associated with” a financial, economic or commercial consequence.  7 U.S.C. § 1a(47).  A “security-based swap” is a “swap”…

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Does the Dodd-Frank Act Revive the CA Bucket Shop Law?

California has had its current Bucket Shop Law on the books since 1949.  The Bucket Shop Law, among other things, voids all contracts for the purchase or sale of shares without any intention on the part of one party to deliver, and the other party to receive, the shares, and contemplating the payment of the…

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Dodd-Frank Act Preempts CSL Qualification of Certain Securities

Most securities lawyers are familiar with federal preemption of state qualification requirements pursuant to Section 18 of the Securities Act of 1933 (“Securities Act”).  See, e.g., my post regarding preemption and Rule 506 offerings.  I expect that fewer lawyers are familiar with preemption pursuant to Section 28(a) of the Securities Exchange Act of 1934 (“Exchange Act”).  In…

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