California Corporate & Securities Law

The Jackson Five had it wrong. Under the SEC's recently adopted Rule 506(d), one bad actor can indeed spoil the whole bunch. To some extent issuers can exercise some control over who becomes or remains a covered persons. However, an issuer may not...

In July, I wrote about a white paper prepared by the states of Delaware, Nevada and Wyoming, Encouraging Business While Fighting Fraud. The report details state efforts to deal with the use of corporations and limited liability companies to...

With the availability of a private cause of action under SEC Rule 10b-5, is there any reason to include a cause of action under California Corporations Code Sections 25401 and 25501? Until the most recent legislative session, there were significant...

Money Transmission Act Petition Withdrawn

Involuntary Listings

Last Wednesday, a divided Securities and Exchange Commission issued proposed amendments to Item 402 of Regulation S-K. Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act required the SEC to amend the rule to mandate...

In my very limited encounters with the late Harold Marsh Jr., I recall that he didn't readily embrace proposed "fixes" to the Corporations Code.  As I too get older, I've come to appreciate his perspective.  For example, Governor Brown just signed SB...

Almost a year ago, the Commissioner of Corporations (now the Commissioner of Business Oversight) proposed to amend the custody rule, 10 CCR Section 260.237, for investment advisers under the Corporate Securities Law of 1968. The Department received...

Monday is the big day for the SEC's "Bad Actor" and "General Solicitation" rule amendments.   I've previously observed that many are likely to find the Bad Actor amendments to be bad rules when it comes to compliance. Today's blog is devoted to just...