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California Securities Law Claims Founder On Personal Jurisdiction

Establishing personal jurisdiction may seem mundane, but without it a plaintiff may soon find itself out of court, as did the plaintiff in Marshall v. Galvanoni, 2017 U.S. Dist. LEXIS 185530.

In Marshall, the plaintiff sued a half dozen companies...

California Securities Laws, Marshall v. Galvanoni, personal jurisdiction, scienter, Judge Gonzalo P. Curiel, Judge Kimberly J. Mueller, Section 25401

Judge Rules Internal Affairs Doctrine Governs California Insider Trading Statute

As I have mentioned on numerous occasions, California has its own insider trading statute - California Corporations Code Section 25402.  The statute is included in the California Corporate Securities Law of 1968.  In general, the jurisdiction of...

California Securities Laws, Friese v. Superior Court, derivative, In re Sagent Technology, Insider Trading, internal affairs doctrine, Jon Tigar, Section 2116, Section 25402, Wells Fargo

Do You Have To Be Old To Be A Veteran?

On Saturday, the country honored its veterans.  November 11 was originally designated as "Armistice Day" in recognition of the date on which fighting in the First World War ended.  It became a legal holiday in 1938, only a few years before the...

Legal History, Military & Veterans Code, November 11, Armistice Day, Dwight Eisenhower, Veteres

Judge Alex Kozinski On Debt Versus Equity

Judge Alex Kozinski succinctly frames the debt versus equity battle in this opinion issued yesterday:

It’s a timeless and tiresome question of American tax law: Is a transaction debt or equity?  The extremes answer themselves.  The classic equity...

Uncategorized, alex kozinski, debt versus equity, hewlett-Packard v. Commissioner

More On Disclosure Under SEC Rule 701(e)

As mentioned yesterday, Corporation Finance (often referred to as "Corp Fin") recently issued a Compliance & Disclosure Interpretation with respect to the disclosure delivery requirements under Rule 701(e).  I find myself befuddled by the following...

Uncategorized, 701(e), Compliance and Disclosure Interpretation, Corp Fin

Corp Fin's New Rule 701 C&DI And California's Compensation Plan Exemption

Yesterday, Broc Romanek reported that Corp Fin has published a new C&DI addressing the permissibility of electronic delivery of disclosures under Rule 701(e).  Readers will recall that Rule 701 is an exemption from the registration requirements of...

California Securities Laws, safeguards, exemption, Commissioner of Business Oversight, compensatory plan, Rule 260.140.46, Rule 701(e), Section 25102(o)

Does The California Finance Lenders Law Prohibit "Table Funding"?

A loan is "table funded" when at settlement it is contemporaneously assigned to the person that provides the funds.  Is table funding an illegal business practice under the California Finance Lenders Law?  The Fourth District Court of Appeal has its...

Le v. Sunlan, table funding, White & Whitley Grp. v. Wilson, Finance Lenders, 10 CCR Section 146, Braden v. BH Fin. Services, Financial Code Section 22340, Financial Code Section 22600

BrokerCheck - FINRA's Dread Permanent Record

Many a school child has received the awful warning to be careful lest some offense be entered on his or her "permanent record".  As required by statute (15 U.S.C. § 78o-3(i)), the Financial Industry Regulatory Authority, Inc. (aka FINRA) has...

Broker-Dealers, Nasaa, NASD, Rule 8312, 2017 Cal. App. LEXIS 959, BrokerCheck, Dana Sabraw, finra, Flowers v. FINRA

What's The Plural Of Condominium?

Wednesday's post was entitled "Condominiums And The California Corporate Securities Law".  Today's post concerns whether I used the proper plural form of "condominium".

"Condominium" is derived from the Latin words, cum and dominium.  Cum means with...

California Securities Laws, Markley v. City Council, second declension, Uncategorized, condominium, Hornstein v. Berry

Promoters And California's Limited Offering Exemption

I was admitted to the bar the same year that the legislature completed its parturition of a new limited offering exemption under the Corporate Securities Law of 1968 - California Corporations Code Section 25102(f).  AB 1518, Cal. Stats. 1981, ch....

California Securities Laws, Rule 260.012.12, Rule 260.102.13, Section 25102(f), issuer transaction, limited offering exemption, promoter, section 25110

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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