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CALIFORNIA CORPORATE & SECURITIES LAW

Has The California State Treasurer’s Office Gone Underground?

Late last month, the California State Treasurer’s Office announced a “move to stop ‘Pay-to-Play’ school bond campaigns”.  According to the announcement: [M]unicipal finance firms seeking state business will be required to certify that they make no contributions to bond election campaigns. Firms that fail to do so will be removed from the state’s official list…

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Do The Secretary Of State’s Criteria For Determining “Generally Recognized Presidential Candidates” Violate The APA?

Earlier this week, the California Secretary of State released his list of “generally recognized presidential candidates”.  These are the individual whose names will appear on California’s June 2016 primary ballot.  The Secretary of State listed 43 individuals from six political parties (American Independent, Democratic, Green, Libertarian, Peace & Freedom, and Republican).  It’s not too late to…

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Money Transmission Act Petition Withdrawn/Initiative Would Presume Harm For Release Of “Personally Identifying Information”

Money Transmission Act Petition Withdrawn Earlier this month, I wrote about a pending petition questioning the failure of the Department of Business Oversight to adopt regulations under the Money Transmission Act.  I’ve recently learned that after receiving assurance from the DBO that it would adopt regulations soon, the petitioner decided to withdraw the petition.  If the…

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Just What Does CalPERS Believe Anyway?

On Monday, CalPERS announced that its Board of Administration had adopted 10 “investment beliefs”.  According to the press release, these beliefs are intended to provide “a basis for strategic management of the investment portfolio, inform organizational priorities and ensure alignment between the Investment Office and CalPERS staff”.  Here are the 10 beliefs: Liabilities must influence…

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Petition Questions Lack Of MTA Regulations

Soon, the Office of Administrative Law will decide whether it will determine the merits of a petition for review of underground regulations allegedly being enforced by the Department of Business Oversight (fka Department of Financial Institutions).  Regardless of whether the OAL accepts the petition, the petition raises some troubling questions about the DBO’s administration and…

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The FTB’s “Doing Business” Trap For Foreign LLCs With California Managers, Members Or Agents

According to the California Franchise Tax Board, a limited liability company classified as a partnership must do all of the following: File Form 568 (limited liability company return of income); Pay an annual tax of $800; Pay an annual LLC fee based on total income from all sources derived from or attributable to California. An LLC…

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CalPERS To Consider External Investment Resource Disclosure Rule

Last August the Investment Committee of the California Public Employees’ Retirement System (CalPERS) approved revisions to its External Investment Resource Conflict of Interest Policy.  A week later, I asked the Office of Administrative Law to make a determination that the policy was an illegal “underground regulation” (i.e., a rule that has not been adopted in…

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DOC Gives Notice of New Filing Requirements For Real Estate Issuers

New Filing Requirements Yesterday, the Commissioner of Corporation issued Release 121-C announcing new filings required by Corporations Code Section 25102.2 which takes effect on January 1, 2013.  As discussed in Bill Targets Real Estate Industry And Borrowers, these requirements were intended to address abuses in securities offerings by hard money lenders.  Unfortunately, the new requirements will be…

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CalPERS Agrees That It Will Not Enforce Conflict Of Interest Policy

As discussed in this post, I had petitioned the Office of Administrative Law for a determination that the Statement of Investment Policy for External Investment Resource Conflict of Interest adopted by the California Public Employees’ Retirement System constituted an illegal “underground” regulation. The OAL accepted my petition and established a schedule for CalPERS and interested…

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Office of Administrative Law To Determine Whether CalPERS’ Policy is an Underground Regulation

In August, I submitted a petition to the Office of Administrative Law alleging that the California Public Employees Retirement System had “issued, used enforced, or attempted to enforce an underground regulation”.  Specifically, I challenged CalPERS’ Statement of Investment Policy for External Investment Resource Conflict of Interest.  In CalPERS’ argot, an “external investment resource” is someone who…

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