Certification Pursuant To Section 25100(o) - Why It Still Matters (Part 1)

On October 11, 1996, President Bill Clinton signed the National Securities Markets Improvement Act (aka the "NSMIA") into law. The NSMIA preempted qualification requirements under state blue sky laws with respect to "covered securities". In general,...

California And The Certification Of Stock Exchanges

Currently, there are 15 national securities exchanges registered with the Securities and Exchange Commission pursuant to Section 6(a) of the Securities Exchange Act of 1934.[1] In addition, six exchanges are registered with the SEC pursuant to...

New U.S. Exchange - "It's Better Than A Magic Lantern Show"

What's the third largest securities exchange operator in the United States and where is it located?  The answers may surprise you.  The exchange operator is called BATS and it is based outside of Kansas City.  BATS is derived from an initialization of B

Thoughts On Pascal's Triangle And Corporate Elections

 In 1654, two giants of mathematics, Blaise Pascal and Pierre de Fermat, began to exchange letters about games of chance.  This correspondence resulted in Pascal writing Traité du triangle arithmétique, avec quelques autres petits traitez sur la...

Ninth Circuit Finds That In Contract Interpretation "Words of a Feather Flock Together"

Yesterday, the Ninth Circuit Court of Appeals issued an opinion that will likely be cited most often for its conclusions regarding scienter, loss causation and Rule 10b-5.  WPP Luxembourg Gamma v. Spot Runner, 9th Cir. Case No. 10-55401 (Aug. 23,...

Human Trafficking Disclosure - What Do Smoot And Hawley Have To Do With It?

Last February, I wrote this post about SB 657, the California Transparency in Supply Chains Act of 2010. This legislation will take effect on January 1, 2012 and will require retail sellers and manufacturers doing business in California to disclose...

Contract With Unlicensed Contractor Is Not Void Ab Initio

California Business & Professions Code § 7031(a) generally prohibits unlicensed contractors from getting paid on contracts for which a contractor's license is required. If an unlicensed contractor enters into a contract providing for arbitration,...

How Long Is The SEC Required To Keep Your Form 4?

Earlier this year, I tried to figure out the rules applicable to record retention at the Securities and Exchange Commission.  Here is what I've learned:

This Time, Record Destruction Claims Are Aimed At The SEC

Most have heard the saying "do as I say, not as I do" but I expect that fewer know the full quotation.  Its author was the remarkable English polyhistor, John Selden (1584-1654).  Here's the full quotation from The Table Talk of John Selden: