Reorganization Plan Dooms Dual Banking System And Diminishes The Availability Of Small Business Credit

Since the passage of the National Currency Act during Civil War, banks have had a choice. They could choose a national charter or state charter. I've long been a proponent of the dual charter system because I believe that it introduces regulatory...

"Public Offering" Defined!

Earlier this week, I wrote about the exemption in Corporations Code Section 25102(e) for offers and sales of evidences of indebtedness in transactions not involving a "public offering". This, of course, begs the question of what constitutes a...

The SEC's Form 10-K: "In Endless Error Hurled"

In February, I wrote that I had noticed several errors in the PDF version of the Form 10-K posted on the Securities and Exchange Commission's website.  Here's what I found:

Borrowing Money? The Legislature May Require You To Tell The DOC

California defines a "security" to include an "evidence of indebtedness" in Section 25019. Thus, when someone borrows money, they may be offering and selling a security in the form of an "evidence of indebtedness". I say "may" because "[d]espite...

"Hallelujah, I'm A Bum!" Bill Aims To Allow Tramp Corporations To Enjoy Their Home

At some point in their careers, many California corporate attorneys, and not a few lawyers outside the state, have had to confront California's explicit regulation of foreign corporations. Although many provisions of the General Corporation Law...

NASAA Slams The JOBS Act, But Have The States Really Been Handcuffed?

NASAA isn't in the business of firing off rockets but it did launch a missile yesterday targeted directly at the JOBS Act.  In this press release, NASAA's president, Jack E. Herstein, is quoted as saying:

No Need For "F" For Phantom Plans

When establishing a phantom stock plan, some issuers may erroneously believe that the only available exemption is the limited offering exemption in Section 25102(f) of the Corporations Code. While the "F" exemption is a viable option for some...

Crowdfunding - There Will Be Investor Losses

With preternatural sagacity, Yogi Berra once observed that "prediction is very hard, especially about the future". Although I whole heartedly concur with Mr. Berra's assessment of the difficulties that inhere in prognistication, I've nonetheless...

Governor Brown Submits Agency M&A Proposal

Article V, Section 6 of the California Constitution provides that the legislature may provide by statute for the Governor to "assign and reorganize functions among executive officers and agencies and their employees, other than elective officers and...