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californiacorporate&securities 7/26/2017
A Permit To Negotiate – Really?

It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from or not subject to qualification.  Cal. Corp. Code § 25110.  Thankfully, the CSL exempts most offers.  Today’s…

The post A Permit To Negotiate – Really? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/25/2017
Why Not All Purchasers Are Buyers

Modern English is partially the product of an unnatural grafting of French onto Old English.  It is for this reason that we often find two words for nearly the same thing.  Thus, we call the animal a cow  but the food beef.  The barnyard term is Old English, cu, while the table term is Old French, buef.  This should…

The post Why Not All Purchasers Are Buyers appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/24/2017
Must A Broker-Dealer Be Licensed As A Personal Property Broker?

Is your California securities broker-dealer a licensed personal property broker?  Does it need to have such a license to make loans to its customers?  Anyone reading California Corporations Code Section 25217(c) would conclude that it must:  A broker-dealer licensed under this chapter making loans to its customers which are subject to the provisions of Division…

The post Must A Broker-Dealer Be Licensed As A Personal Property Broker? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/21/2017
Shares of Foreign Subsidiaries

I expect that little or no thought is given to the possible application of California’s Corporate Securities Law of 1968 when a corporation incorporates a subsidiary under the laws of a foreign country.  However, the issuance of shares to a corporate parent located in California may well involve the offer and sale of securities in California.  As…

The post Shares of Foreign Subsidiaries appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/20/2017
The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned

When someone says that a subsidiary is “wholly owned”, I believe that the common understanding is that the parent company owns all of the issued and outstanding equity of the subsidiary.  What if the statement is that the subsidiary is “totally” or “100%” owned?  I suspect that most people would not intuit a different understanding. …

The post The Case Of The Wholly Owned, But Not Totally Held, Subsidiary That May Or May Not Be 100% Owned appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/19/2017
Court Declines To Impose Alter Ego Liability On LLC’s President

In general, the debts, obligations, or other liabilities of a California limited liability company do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager for the LLC.  Cal. Corp. Code § 17703.04(a).  An important exception to this…

The post Court Declines To Impose Alter Ego Liability On LLC’s President appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/18/2017
When “The Check Is In The Mail” Extinguishes A Debtor’s Obligation

Most creditors likely assume that they have not been paid unless and until they receive checks from their debtors.  In many cases that assumption may be correct, but in some cases it won’t be.  Section 1476 of the California Civil Code provides: If a creditor, or any one of the two or more joint creditors, at any…

The post When “The Check Is In The Mail” Extinguishes A Debtor’s Obligation appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/13/2017
CalPERS And Securities Lending – Waiting For Godot?

California Government Code Section 7603 is short and unambiguous: All loans of securities shall be made pursuant to one of the standardized security loan agreement forms, as developed by the administrators of the State Pooled Investment Account (as authorized by Section 16481 of the Government Code) or the Public Employees Retirement System or the State…

The post CalPERS And Securities Lending – Waiting For Godot? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/12/2017
California Judge Honors Delaware Forum Selection Bylaw

In May, I wrote about Judge Peter H. Kirwan’s ruling in Drulias v. 1st Century Bancshares, Inc., (Cal. Super. Ct. Case No. 16-CV-294673, Nov. 18, 2016).  As readers may recall, Judge Kirwan declined to approve a disclosure only settlement based on In re Trulia, Inc. Stockholder Litig., 129 A.3d 884 (Del. Ch. Jan. 22, 2016).  Recently, Judge Brian C. Walsh…

The post California Judge Honors Delaware Forum Selection Bylaw appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/11/2017
California’s Regulation A Notice Filing Requirement

Two years ago, I posed the question: Will California Require Notice Filings For Regulation A Offerings?   Corporations Code Section 25102.1(a) provides that offers and sales of to “qualified purchasers”, as defined by the Securities and Exchange Commission pursuant to Section 18(b)(3) of the Securities Act, are not subject to qualification under the Corporate Securities Law.  However,…

The post California’s Regulation A Notice Filing Requirement appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/10/2017
Investment Companies And Intrastate Offerings

Recently, my eye caught the following statement in the SEC’s Intrastate Offering Exemptions: A Small Entity Compliance Guide for Issuers: Issuers registered or required to be registered under the Investment Company Act of 1940 are not eligible to conduct offerings pursuant to Section 3(a)(11), Rule 147 or Rule 147A. This seemed accurate enough with respect to…

The post Investment Companies And Intrastate Offerings appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/7/2017
A Field Guide To Distinguishing Directors From Officers

A colleague who is not a corporate lawyer recently noted that in common parlance directors and officers are often simply lumped together as the “same thing”.   He suggested that I devote a post to a primer on the differences between directors and officers.  As requested, here is my take on the subject: Directors can not act alone…

The post A Field Guide To Distinguishing Directors From Officers appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/6/2017
California Lags Behind The SEC In Permitting Testing Of The Waters In Regulation A Offerings

In 2015, the Securities and Exchange Commission adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act.  One significant enhancement to Regulation A was to permit issuers and persons acting on their behalf to “test the waters” with all potential investors and to use solicitation…

The post California Lags Behind The SEC In Permitting Testing Of The Waters In Regulation A Offerings appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/5/2017
Nevada’s Constitutional Limitation On Shareholder Liability

Article 8, Section 3 of the Nevada Constitution provides: Dues from corporations shall be secured by such means as may be prescribed by law; Provided that corporators in corporations formed under the laws of this State shall not be individually liable for the debts or liabilities of such corporation. Remarkably, the Nevada Supreme Court has…

The post Nevada’s Constitutional Limitation On Shareholder Liability appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 7/3/2017
California Proposes To End Bylaw Amendment Reviews

Credit Unions got their start in Nineteenth Century Germany.  In 1909, Roman Catholic textile workers opened the first credit union in the United States, St. Mary’s Cooperative Credit Association (later, renamed La Caisse Populaire Ste.-Marie).  At first, the credit union operated out of the home of its first president, Joseph Boivin.  Today, that building is the site of America’s Credit Union Museum. …

The post California Proposes To End Bylaw Amendment Reviews appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/30/2017
California Supreme Court Affirms Novel M&A Tax

Suppose Mr. Henry owns all of the outstanding shares of a Virginia corporation that owns all of the issued and outstanding shares of a Massachusetts corporation that owns, among other things, real property in Los Angeles, California.  Suppose further that Mr. Henry sells his shares in the Virginia corporation to a buyer in New York and that the transaction is…

The post California Supreme Court Affirms Novel M&A Tax appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/29/2017
Even If Enacted, The CHOICE Act May Not Repeal The SEC’s Pay Ratio Rule

While prognosticators continue to place odds on whether the Financial CHOICE Act of 2017, H.R. 10, will be enacted, many commentators are claiming that it will “repeal” the Securities and Exchange Commission’s pay ratio rule.  Even if H.R. 10 is enacted, I’m not so sure that it would “repeal” the pay ratio rule. It is certainly true…

The post Even If Enacted, The CHOICE Act May Not Repeal The SEC’s Pay Ratio Rule appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/28/2017
Is A Racial Or Ethnic Group A “Person”?

Yesterday’s post concerned the U.S. Supreme Court’s holding in Matal v. Tam, 2017 U.S. LEXIS 3872 (June 19, 2017) that the “disparagement clause” of the Lanham Act violates the Free Speech Clause of the First Amendment.  As far as most legal commentators were concerned, that was the one and only headline holding of the case.  Before addressing…

The post Is A Racial Or Ethnic Group A “Person”? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/27/2017
Incorporating Under A Disparaging Name

In Matal v. Tam, 2017 U.S. LEXIS 3872 (June 19, 2017), the U.S. Supreme Court found the “disparagement clause” of the Lanham Act violates the Free Speech Clause of the First Amendment.  The “disparagement clause” prohibits the registration of trademarks that may “disparage . . . or bring . . . into contemp[t] or disrepute” any “persons,…

The post Incorporating Under A Disparaging Name appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/26/2017
The Taxpayer Transparency And Fairness Act Is Anything But

Recently, I wrote about the stealth with which the California legislature enacted AB 102, which it ironically named the Taxpayer Transparency and Fairness Act of 2017.  Having been birthed in opacity, AB 102 will operate with even less transparency. The bill transfers certain of the responsibilities of the State Board of Equalization to a newly…

The post The Taxpayer Transparency And Fairness Act Is Anything But appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/23/2017
Does Work Product Belong To The Lawyer Or The Law Firm?

California has codified the attorney work product doctrine in Section 2018.030 of the California Code of Civil Procedure.  That statute establishes two categories of protected work product.   Under subdivision (a), a “writing that reflects an attorney’s impressions, conclusions, opinions, or legal research or theories is not discoverable under any circumstances”.  Under subdivision (b), other work product of an…

The post Does Work Product Belong To The Lawyer Or The Law Firm? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/21/2017
The Taxpayer Transparency and Fairness Act of 2017 – A Little Bill May Soon Make Big Changes

The talk of California tax practitioners over the last week has been all about the legislature’s passage of AB 102.  This may be surprising to those who read the bill when it was introduced on January 10 of this year, for the bill consisted of one sentence: It is the intent of the Legislature to…

The post The Taxpayer Transparency and Fairness Act of 2017 – A Little Bill May Soon Make Big Changes appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/19/2017
California Finders Rule May Soon Take Effect

Nearly one year ago, the California Department of Business Oversight proposed regulations to implement the provisions of AB 667 (Wagner).  The bill, which was enacted in 2015 and took effect last year, created a new exemption from the broker-dealer requirements for finders, or individuals who, for compensation, introduce potential investors and issuers of securities to each other.  The proposed regulations,…

The post California Finders Rule May Soon Take Effect appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/16/2017
Fictitious Name Use Fails To Engender Standing Or Jurisdictional Issue

California Code of Civil Procedure Section 367 requires that every action must be prosecuted in the name of the real party of interest.  What happens when a plaintiff sues under a fictitious business name of a dissolved foreign limited liability company?  Yesterday, the Court of Appeal answered that question in The Rossdale Group, LLC v.…

The post Fictitious Name Use Fails To Engender Standing Or Jurisdictional Issue appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
californiacorporate&securities 6/15/2017
Does A Political Yard Sign Really Violate The Investment Advisers Act?

“Congress shall make no law . . . abridging the freedom of speech . . . .” Doug Cornelius recently published this post reporting that the SEC staff is taking the position that the pay-to-play rule, Rule 206(4)-5, applies to political yard signs.  The SEC adopted the pay-to-play rule in 2010 to prohibit an investment adviser…

The post Does A Political Yard Sign Really Violate The Investment Advisers Act? appeared first on CALIFORNIA CORPORATE & SECURITIES LAW.

 
Blogs 1 - 25 of 1000