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At CalPERS, the News Continues to be Bad

Last month, Evan Halper of the Los Angeles Times wrote this story about the level of transparency at the California Public Employees Retirement System (CalPERS).  In this story, he reports that while CalPERS has hired an outside law firm, "[w]hat...

Does the Dodd-Frank Act Revive the CA Bucket Shop Law?

California has had its current Bucket Shop Law on the books since 1949.  The Bucket Shop Law, among other things, voids all contracts for the purchase or sale of shares without any intention on the part of one party to deliver, and the other party...

Dodd-Frank Act Preempts CSL Qualification of Certain Securities

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...

CalPERS' Focus List - Results and Prospects

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's Institutional Investor Exemption

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...

CalPERS Proposes Changes to Disclosure Rule

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.

As first posted, the notice stated that CalPERS'...

Merger and Acquisition Specialists

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...

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...

No Form D Filing - Now What?

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)...

Placement Agent Bill Amended

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.

These amendments address several technical concerns that I had with...


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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
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