California Corporate & Securities Law

This afternoon, Commissioner Preston DuFauchard released this letter regarding the upcoming demise of the federal private adviser exemption (Section 203(b)(3) of the Investment Adviser Act of 1940). The Commissioner's letter is in response to...

In another auction rate securities (ARS) case, The Anschutz Corporation (TAC) brought suit against several rating agencies alleging negligent misrepresentation.  The Anschutz Corp. v. Merrill Lynch & Co., Fed. Sec. L. Rep. (CCH) P96,258 (N.D. Cal....

Recently, I came across the following Compliance and Disclosure Interpretation (C&DI) issued by the Division of Corporation Finance at the Securities and Exchange Commission:

As I reported in this post from last November, the California Public Employees Retirement System has reworked its Focus List program.  According to this flow chart published by CalPERS, the staff should have now completed its review of the top 500...

California Corporations Code Section 25400 lists a variety of acts that are considered to manipulate the price of securities. Section 25400 was modeled on Section 9(a) - (e) of the Securities Exchange Act of 1934. Although Section 25400 declares...

Issuers typically use investor suitability questionnaires to elicit information from potential investors in order to substantiate exemptions under federal and/or state securities laws. For example, issuers will often ask detailed questions about a...

In People v. Cole, 156 Cal. App. 4th 452 (2007), a California Court of Appeal appeared to reach the surprising conclusion that corporate officers and directors of issuers are required to be licensed as broker-dealers unless they receive a commission...

Yesterday, I pointed out several ambiguities in Corporations Code Section 701 and offered some alternative interpretations.  Today, I heard from one reader who suggested some additional interpretations. 

Corporations Code Section 603(a) provides the basic authority for shareholders of California corporations to take action by written consent (unless the articles provide otherwise). Section 701 establishes the rules for determining the record date...