The Commissioner of Corporations may issue desist and refrain orders under the Corporate Securities Law of 1968. Cal. Corp. Code § 25532. If the respondent wishes to contest the order, s/he must do so by filing a request for hearing within 30 days...
The Commissioner's Precedent Decisions - Another Route To Rulemaking?
Posted on January 11, 2011
Did The California Legislature Dip Into The Future And See Email?
Posted on January 10, 2011
California Corporations Code § 1600 grants a shareholder or group of shareholders holding specified percentages of a corporation's outstanding voting shares the absolute right to inspect and copy the corporation's "record of shareholders' names and...
"Time Cools, Time Clarifies" - The CSL's Cooling Off Statute
Posted on January 07, 2011
The Corporate Securities Law of 1968 does not provide for a general "cooling off" period in which a purchaser of securities may cancel the transaction for any reason. However, the Department of Corporations in 2000 sponsored legislation, SB 1837...
Commissioner Extends Comment Period On Investment Adviser Rule Changes
Posted on January 06, 2011
As posted last month, the Commissioner of Corporations has issued an invitation for comment on possible changes to California's investment adviser rules. The deadline for submitting comments was set to expire this week. Just before year end,...
CalPERS Responds (Slowly) To PRA Request for Rule 14a-8 Letters
Posted on January 05, 2011
Last November, I submitted a Public Records Act request for all letters sent by the California Public Employees Retirement System to companies with respect to CalPERS' submission of a shareholder proposal pursuant to Securities and Exchange...
More on Secondary Trading in Private Company Securities
Posted on January 04, 2011
Last April, I wrote this brief piece for the Daily Journal regarding the emerging phenomenon of secondary trading in securities of issuers not subject to the reporting requirements of the Securities Exchange Act of 1934. Since that time, interest...
"Can You Do Division? Divide A Loaf By A Knife - What's The Answer To That?"
Posted on January 03, 2011
In People v. Collins, 68 Cal. 2d 319 (1968), the California Supreme Court wrote that it could "discern no inherent incompatibility between the disciplines of law and mathematics". While the Supreme Court may be correct about the relationship between...
Damaging Your Cable Box May Violate The Corporations Code
Posted on December 30, 2010
Your team is ahead but makes a crucial error and loses the game. You may be tempted to vent your frustration on the cable box. Before you do, you should stop and consider Section 14400 of the California Corporations Code. That section allows a cable...
"O Hateful Error" - What To Do When You Find A Mistake In Your Section 25102(f) Filing
Posted on December 29, 2010
Yesterday, I wrote about electronic filings of notices of exemption under Corporations Code Section 25102(f) and 10 CCR § 260.103.
