California Corporate & Securities Law

When I was Commissioner of Corporations, I was sometimes asked about the other commissioners.  However, the Department of Corporations is headed by a Commissioner - not a commission.  Thus, there is only one Commissioner at a time.

Issuers relying on Rule 506 of Regulation D under the Securities Act of 1933 have the benefit of federal preemption of California's (and other states') qualification requirement by virtue of Section 18(b)(4)(D) of that act.  Although no state law...

The publisher has now released the 2010 update to Marsh & Volk, Practice under the California Securities Laws.  Therefore, be sure that you check to see that you have an updated copy.

In 1996, Congress apportioned regulation of investment advisers between the Securities and Exchange Commission and the states based on the amount of assets that an adviser had under management.  At that time, Congress drew the line at $25 million in...

Assemblymember Hernandez introduced AB 1743  to require placement agents for funds and fund managers seeking business with California's public retirement system to register as lobbyists.  The bill continues to progress through the legislature.  On...

Amongst the many, many, changes wrought by the Dodd-Frank Wall Street Reform & Consumer Protection Act, is this requirement in Section 952(d)(1):  

On Bastille Day, I posted this item about Gina Chon's article in The Wall Street Journal about the plans of the California Public Employees' Retirement System (aka CalPERS) to create a director database.   Today, Broc Romanek has posted an excerpt...

Many practitioners both in and outside of California struggle with Section 2115 of the California Corporations Code.  That statute purports to apply a laundry list of California statutes to out-of-state corporations to the exclusion of the law of...

The Securities and Exchange Commission has established a procedure for commenting on rule proposals even before the proposals have been made.    I've already taken advantage of this procedure to submit this comment on with respect to the definition...