California Corporate & Securities Law

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...

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:

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...

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 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:

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...

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...

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...

As part of California's Cap and Trade Program, the Air Resources Board will issue will issue tradable permits (Greenhouse Gas (GHG) allowances) that authorize a permit holder to emit a specific quantity of GHGs. Entities will obtain these GHG...