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Why The CSL's Application To The Sale Of LLC Membership Interests May Be Unknown And Unknowable At The Time Of Sale

The California Corporate Securities Law of 1968, like the federal Securities Act of 1933 and Securities Exchange Act of 1934, define "security" by providing a list.  Because limited liability companies did not exist when these laws were enacted,...

Corporate Securities Law

The CSL And Foreign Subsidiaries

I suspect that many lawyers do not give a great deal of thought to the application of the California Corporate Securities Law of 1968 to the issuance of shares in connection with the incorporation of a wholly owned subsidiary.  Section 25102(i)(2)...

Corporate Securities Law

Is There Securities Fraud Without Reliance And Causation?

Section 25401 of the Corporations Code is California's securities fraud statute.  Readers of this space will know that that scienter was not required under the former version of the statute but that the legislature rewrote Section 25401 to conform...

Corporate Securities Law

State Of Formation Does Not Define Securities Law's Jurisdiction

A common misconception is that the securities laws of an issuer's state of formation govern all offers and sales of that issuer's securities.  In California, however, the application of the state's securities laws turns on whether an offer or sale...

Corporate Securities Law

Court Rules No Scienter Required

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud.  Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section 10(b) of the Securities...

Corporate Securities Law

Is An Annuity Contract A Security?

In general terms, an annuity contract involves the payment of money in return for a promise to receive payments on some periodic basis in the future.  An obvious question therefore might be whether an annuity contract is a security.  The answer...

Corporate Securities Law

Court Rules Lot Sales Were Sales Of Securities

After a five week trial, a San Diego jury convicted Ronald Duane Dunham of multiple crimes, including seven counts of securities fraud.  He was sentenced to 12 years in prison.  After unsuccessfully appealing his conviction to the California Court...

Corporate Securities Law

National Class Action Settlements Exceed DBO CAFA Notices

Fourteen years ago, Congress enacted legislation intended to protect consumers and investors from settlements in which plaintiffs' attorneys pulled in large fees while their clients (the class members) received little. In one (in)famous case, for...

Corporate Securities Law

How Close A Relation Is Section 25110  To Section 12(a)?

Section 12(a) of the Securities Act of 1933 covers two types of civil liability.  Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities.  Section...

Corporate Securities Law

In California Not Every Beneficial Interest In A Trust Is A Security

California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates.  Cal. Corp. Code § 25109.  Both of these certificates are also found in the definition of...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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