California Corporate & Securities Law

Most securities lawyers are familiar with federal preemption of state qualification requirements pursuant to Section 18 of the Securities Act of 1933 ("Securities Act").  See, e.g., my post regarding preemption and Rule 506 offerings. I expect that...

The CalPERS Focus List has been around for almost a quarter century.  Each spring, CalPERS "names names" by listing from 4 to 11 companies that it believes have records of poor economic and corporate governance performance.  Here is a flow-chart of...

California has an exemption from the issuer qualification requirement under the Corporate Securities Law of 1968 for any offer or sale to, among other listed entities, institutional investors or governmental agencies or instrumentalities that the...

Yesterday, the California Public Employees Retirement System (CalPERS) issued this notice of proposed amendments to its placement agent disclosure rules.   The comment period ends on August 26, 2010.

The question of whether an unlicensed person may be compensated in a securities transaction continues to bedevil practitioners. Usually, the question arises in the context of a private placement or other capital raising activity. However, the...

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...

In 1996, Congress added Section 18 to the Securities Act of 1933 as part of the National Securities Markets Improvement Act (NSMIA) to preempt state qualification requirements with respect to "covered securities", as defined. Section 18(b)(4)(D)...

The amendments to AB 1743 (Hernandez) are now in print.  This bill would require placement agents with respect to California public retirement systems to register as lobbyists.

When I was Commissioner of Corporations, I was sometimes asked about the other commissioners.  However, the Department of Corporations is headed by a Commissioner - not a commission.  Thus, there is only one Commissioner at a time.