As discussed in yesterday's post, Congress has once again directed the Securities and Exchange Commission to engage in rule making. The SEC almost always adopts rules through the informal rule making procedures of the Administrative Procedure Act (5...
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...
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...
Private Fund Advisers
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...
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...
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...
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,...
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.