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CALIFORNIA CORPORATE & SECURITIES LAW

SEC Overlooks Nevada’s Transfer Agent Licensing Laws

Transfer agents provide a number of crucial services, primarily for publicly traded companies.  Among other responsibilities, they maintain ownership records, record security transfers, issue and cancel certificates and distribute dividends.  Since 1975, persons performing transfer agent services for public companies must be licensed by the “appropriate regulatory authority” (“ARA”) pursuant to Section 17A(c) of the…

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Rule 144 Opinion Letters – Do They Protect Anyone?

The Ninth Circuit Court of Appeals has previously suggested that scienter is not required under Section 5.  SEC v. Phan, 500 F.3d 895, 905-06 (9th Cir. 2007).  Yesterday, the Court addressed the issue directly.  SEC v. CMKM Diamonds, Inc., Case Nos. 11-17021 & 11-17025 (Sept. 10, 2013). The case arose out of a scheme to distribute billions of…

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