California Corporate & Securities Law

Many securities lawyers are familiar with the SEC staff's position in the IPONET no-action letter (July 26, 1996).  That letter is frequently referred to in discussions on how to conduct a private placement on the Internet without violating the...

Issuers offering or selling securities in California must qualify those offers and sales with the Department of Corporations unless they are exempt from, or not subject to, qualification.  Cal. Corp. Code § 25110.   Since the enactment of the...

On September 9, 2010, the Securities and Exchange Commission granted accelerated approval of the New York Stock Exchange's proposed amendments to Rule 452.   Echoing the Queen of Hearts ("Sentence first - verdict afterwards"), the SEC at the same...

 As a reminder, the California Department of Corporations this week began allowing investment adviser applicants and licensed investment advisers filing amendments to their Part II of Form ADV to use either the current Part II or the new Part 2 to...

In The Snows of Kilimanjaro, Ernest Hemingway wrote: "'The very rich are different from you and me.' And how someone had said to Julian, 'Yes, they have more money.'"   That is certainly true in the case of the families described in the Securities...

Last week, I wrote about the oft overlooked California Finance Lenders (CFL) law.  In general, that law provides that anyone engaged in the business of making consumer or commercial loans must obtain a license from the Department of Corporations...

On October 21, 2010, I will be speaking to the Business Law Section of the Bar Association of San Francisco on how to raise capital without violating California's securities laws.  I plan to discuss the following topics, among others:

A bank run can start with a rumor.  Once a run has begun, it can be very hard to stop, as was described in this 1986 Los Angeles Times article .

I've recently commented CalPERS' announcement that it would abstain on a proposal by Massey Energy Company to eliminate cumulative voting.  Yesterday, Massey Energy reported in this Form 8-K that its stockholders did not approve the proposal.  The...