Website Heading

CALIFORNIA CORPORATE & SECURITIES LAW

The Franchise Tax Board’s Doing Business Legal Ruling – Ex Nihilo, Aliquid Fit

Today’s post will try to put the Franchise Tax Board’s recent Legal Ruling 2014-01 in perspective by imagining the following inquisition by the Franchise Tax Board: FTB: We suspect that you are doing business in California and have failed to file your tax returns and pay taxes and fees. Corporation:  Surely, you must be mistaken.  We don’t…

Share on:

Video: Dodd-Frank Act To Increase State Oversight Of Hedge Fund Advisers

Watch the video In enacting the Dodd-Frank Act, Congress significantly altered the regulatory landscape for hedge fund advisers by eliminating (effective July 21, 2011) the fewer-than-fifteen client exemption from registration pursuant to Section 203(b)(3) of the Investment Advisers Act of 1940.  At the same time, Congress increased the assets under management threshold for registration as an investment adviser…

Share on:

SEC Relies On Questionable Legislative History In Proposed VC Definition

I’m still cogitating on the Securities and Exchange Commission’s definition of “venture capital fund” that it proposed last Friday in Release No. IA-3111.  Here are some first impressions. The SEC considered California’s definition of “venture capital companies” in 10 CCR § 260.204.9 but felt that California’s rule was inconsistent with Congressional intent because the California…

Share on:

Defining “Venture Capital Fund” Is “No Small Task”

Today, the Securities and Exchange Commission proposed a definition of “venture capital fund” for purposes of the new exemption from investment adviser registration under the Investment Advisers Act of 1940.  This new exemption was created by Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.  Congress gave the SEC one year to issue…

Share on:

SEC Will Consider Definition of “Venture Capital Fund” This Week

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the Securities and Exchange Commission to issue rules defining “venture capital fund”.  As discussed in this earlier post, the definition is needed to implement the Dodd-Frank Act’s new Investment Advisers Act exemption for investment advisers solely to one or more venture capital funds.  Doug Cornelius at…

Share on:

Rule 260.204.9 – What is to be Done (Part II)?

Last August, I wrote about the impact of the Dodd-Frank Act on Rule 260.204.9 in this post.  Last Thursday, I attended a meeting called by the Department of Corporations to solicit input from persons with an interest in the rule.  Technically, the meeting was held in accordance with Government Code § 11346.45.  That statute requires…

Share on:

Rule 260.204.9 – “What is to be Done?”

As I mentioned in this earlier post, California has its own definition of “venture capital company” in Rule 260.204.9.  This rule is an exemption from the investment adviser registration requirement in Corporations Code Section 25230 if a person meets the following conditions: Does not hold itself out generally to the public as an investment adviser; Has fewer than…

Share on:

What is a Venture Capital Fund?

Section 407 of the Dodd-Frank Wall Street Reform and Consumer Protection Act creates a new exemption from federal registration for investment advisers if all their investment advice is limited to one or more “venture capital funds”.  Congress, however, did not say what a “venture capital fund” was.  Rather, Congress told the Securities and Exchange Commission…

Share on: