California Corporate & Securities Law

It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from or not subject to...

I expect that little or no thought is given to the possible application of California's Corporate Securities Law of 1968 when a corporation incorporates a subsidiary under the laws of a foreign country. However, the issuance of shares to a corporate...

Two years ago, I posed the question: Will California Require Notice Filings For Regulation A Offerings? Corporations Code Section 25102.1(a) provides that offers and sales of to "qualified purchasers", as defined by the Securities and Exchange...

In 2015, the Securities and Exchange Commission adopted amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. One significant enhancement to Regulation A was to permit...

Last October the Securities and Exchange Commission adopted amendments to Rule 147 to modernize the safe harbor under Section 3(a)(11) and a new intrastate offering exemption, Rule 147A.  See Will New Rule 147A Lead To A Renaissance In California...

On several occasions, I have written about whether scienter is required under Corporations Code Section 25401.  That question surfaced again last week in Judge Gonzolo P. Curiel's ruling on the defendants' motion to dismiss federal and state...

Some persons may be deemed to violate the Corporate Securities Law of 1968 even though they did not directly violate the law. Corporations Code Section 25403(a) provides that a person who with knowledge directly or indirectly controls and induces...

In March, Snap Inc. announced that it and the selling stockholders had sold of 230 million shares of Class A Common Stock to the public at an initial public offering price of $17.00 per share. The gross proceeds of the offering to the company and...

Theranos' anni horrorum began in October 2015 with the publication of a story by investigative reporter John Carreyrou at The Wall Street Journal.  Lawsuits and government investigations ensued. Although the Theranos recently announced agreements...