California's Phantom Stock Plan Exemption

Some issuers prefer not to issue actual shares to their employees but want their employees to share in any appreciation in the value of their shares.  A phantom stock plan is one way to achieve this result.  Of course, their are tax (including IRC §...

Supreme Court Weighs Opening The Janus Gate of Secondary Liability

The Supreme Court heard oral arguments in Janus Capital Group, Inc. v. First Derivatives Traders on Tuesday.  You can read the transcript here.  The SCOTUSblog posts transcripts of oral arguments.  If you are not up to reading the entire transcript,...

A Brief Rumination On Metaphysics, Trusts and Accredited Investors

I know that the practice of law requires a bit of abstract thinking.  However, sometimes this abstract thinking takes a sharp turn into the metaphysical, if not the absurd.  One such example is the SEC Staff's Compliance and Disclosure...

CCP § 1029.8: "Let Him Make Treble Satisfaction"

Recently, I've been writing about Section 25501.5 of the California Corporations Code, which was added to the Corporate Securities Law of 1968 by AB 2167 (Correa).  That wasn't the only statutory change effected by AB 2167, however.  AB 2167 also...

A Modern Council Of Nicaea - Supreme Court Hears Oral Arguments In Janus Today

In this September post, I compared the petitioner's arguments in Janus Capital Group, Inc.v. First Derivative Traders to the Arian controversy debated at the Council of Nicaea.  Today, the Supreme Court will hear oral arguments on the case.  If you...

What Do It [§ 25501.5] Mean?

I’ve received several responses to my post last week concerning the meaning of California Corporations Code Section 25501.5.  Alan Parness, Chairman of the ABA Business Law Section’s Committee on State Regulation of Securities, observes that the...

Department of Corporations Invites Comment on Adviser Rules

This morning, the California Department of Corporations issued this Invitation For Comments with respect to its investment adviser rules.  The Department had proposed an "omnibus" revision to its investment adviser regulations way back in 2007. ...

Section 25501.5 - What Do It Mean?

In 2004, the California Legislature added Section 25501.5 to the Corporate Securities Law of 1968.  Ever since then, I've been asked "What do it mean?"

Fairness Hearings: Not Just For Reorganizations

California attorneys are fortunate to have a wealth of resources at their disposal.  One of these treasures is the Continuing Education of the Bar - California (CEB).  The University of California and the State Bar of California founded CEB more...