Anyone who has studied securities law has undoubtedly heard of the Supreme Court's decision in SEC v. Ralston Purina Co., 346 U.S. 119 (1953). In that case, the Supreme Court struggled with the exemption in the Securities Act of 1933 for...
Chowing Down On The JOBS Act And Ralston Purina
Posted on March 29, 2012
Department Of Corporations Extends Emergency Rule
Posted on March 28, 2012
Yesterday, the California Corporations Commissioner Jan Owen gave notice that she will file on April 4, 2012 an emergency regulation extending the effectiveness of Rule 260.204.9 of Title 10 of the California Code of Regulations. Rule 260.204.9...
Two Important Comment Letters Submitted
Posted on March 27, 2012
Private Fund Advisers
Comment Letters, Or "What Loon Came Up With This Proposal?"
Posted on March 26, 2012
Last Friday, I wrote about publication requirements under the informal rule making provisions of the federal and California Administrative Procedure Acts. Although not required to do so, the SEC, CFTC and many other federal agencies post the rule...
Comment Letters And The APAs
Posted on March 23, 2012
Yesterday, Broc Romanek wrote that the Commodity Futures Trading Commission had removed a comment letter from its website. This caught my attention because I teach Administrative Law at the University of California, Irvine School of Law and this...
Bill Proposes Expanded Definition Of "Independent Contractor"
Posted on March 22, 2012
Currently, the California Corporations Code does not define the term "independent contractor". A bill introduced last month by Assembly Member Chris Norby would change this. AB 2373 proposes to add a new Section 22 to the Corporations Code to define...
Blue Sky And Rule 144A
Posted on March 21, 2012
Rule 144A is a non-exclusive safe harbor rule under the Securities Act of 1933. The rule exempts reoffers and resales of securities from the registration (but not the anti-fraud) provisions of the Securities Act. Many securities practitioners are,...
Jobs Or Bucket Shops?
Posted on March 20, 2012
Last week, New York Times columnist Gail Collins wrote this Op-Ed piece criticizing the Jumpstart Our Business Startups (aka JOBS) Act (H.R. 3606). Dave Lynn provided a good summary of the bill in this posting on TheCorporateCounsel.net blog.
A Good Meal, A Good Time And A Good Securities Offering?
Posted on March 19, 2012
A well-used sales technique is to offer prospective purchasers a free meal. In fact, the North American Securities Administrators Association has issued this alert to seniors about the dangers associated with a "free lunch". I've sometimes wondered...
