In November, the U.S. House of Represantatives passed the Entrepreneur Access to Capital Act, HR 2930, to create a new exemption under the Securities Act of 1933 for "crowdfunding" meeting specified conditions. About the same time, the U.S. Senate...
Recent Posts
In 2007, a California Court of Appeal upheld the convictions of two officers/directors for engaging in unlicensed broker-dealer activity in violation of Corporations Code Section 25210. People v. Cole, 156 Cal. App. 4th 452 (2007). Neither...
The California State Teachers' Retirement System (aka CalSTRS) claims to be the largest teachers' retirement fund in the United States with assets of $148,000,000,000 at October 31, 2011. A 12 member board administers CalSTRS. The Board is comprised...
As most securities lawyers know, California requires that the offer and sale of securities in an issuer transaction must be qualified unless the security or transaction is exempt or not subject to qualification. Cal. Corp. Code § 25110. The number...
Lawyers are very fond of using the word "shall" in articles of incorporation, bylaws and agreements. Using "shall" instead of "will" seems to add a certain level of formality (or perhaps pretension). It may also be intended to convey the meaning...
The fundamentals of corporate action can seem about as interesting as flossing. Yet, the failure to attend to either is likely to result in unpleasant consequences as one lawyer recently discovered in Winterton v. Humitech of No. Cal., LLC, 2011...
In this week's issue of Compliance Week, Tammy Whitehouse writes about the SEC's recent enforcement action against Koss Corporation and Michael J. Koss, its Chief Executive Officer and former Chief Financial Officer. According to the SEC's complaint...
In 1967, the California legislature enacted Penal Code § 632 as part of the "California Invasion of Privacy Act". The statute imposes liability on "Every person who, intentionally and without the consent of all parties to a confidential conversation...
