California Corporate & Securities Law

In the last two posts, I've been discussing standardized options trading. Today, I address the question of whether persons engaged in the regular business of issuing options may fall within the definition of a "broker-dealer" for purposes of the...

In yesterday's post, I discussed secondary trading of standardized options and noted that the SEC has taken the position that in the case of standardized options the issuer is The Options Clearing Corporation. This leads to the question of whether...

A securities call option is a derivative security representing the right, but not the obligation, to acquire an underlying security. When the person selling an option is also the issuer of the underlying security, then there is no question that that...

Chapter 5 of the Corporations Code establishes various limitations on distributions by California corporations. The term "distributions to its shareholders" is itself defined in Section 166. The question of appropriate limitations on dividends and...

A Friday Miscellany

Yesterday, Broc Romanek wrote in his blog about the Public Company Accounting Oversight Board's announcement of settled disciplinary actions against three accountants.   In California, accountants are regulated by the California Board of Accountancy.

Section 15100(o) and Usury

On October 11, 1996, President Bill Clinton signed the National Securities Markets Improvement Act (aka the "NSMIA") into law. The NSMIA preempted qualification requirements under state blue sky laws with respect to "covered securities". In general,...

Currently, there are 15 national securities exchanges registered with the Securities and Exchange Commission pursuant to Section 6(a) of the Securities Exchange Act of 1934.[1] In addition, six exchanges are registered with the SEC pursuant to...