California Bill Would Regulate Digital Financial Assets, But Leaves Status Under Securities Laws Unanswered

In June, I reported that Assemblymember Grayson had gutted and amended AB 2269 to establish a "Digital Financial Assets Law" to be administered by the Department of Financial Protection & Innovation.   The bill was amended earlier this week to,...

If You Filed This Notice Of Exemption With The DFPI, You Have Filed It In The Wrong Place

Section 25102.5 of the California Corporations Code exempts from the issuer qualification requirement of the Corporate Securities Law of 1968 a "transaction" that is the sale of: (i)  a series of notes secured directly by an interest in the same...

"All Purchasers" Does Not Always Mean All Purchasers

I started practicing law in the same year that California enacted a limited offering exemption for the offer and sale of securities in issuer transactions, Cal. Corp. Code § 25102(f).  Before then, issuers had to rely on California's very burdensome...

A Truly Piscatory Exemption

California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification.  Most exemptions are conveniently...

Why Privity Matters

In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500?  Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful a variety of...

Insider Trading Under The CSL - There Is No Shadow Of Turning With Thee

Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading.  This case was unusual because Mr. Panuwar did not trade in the securities of his employer, Medivation, or its...

Court Rules "Thoughtful," "Disciplined," and "Dynamic" Are But Short Blasts Of Wind

Semper Midas Fund, Ltd was formed for to invest primarily in mortgage-related instruments.  Five months after investing over $300,000 in the fund, the Alan Kalin was told that that the fund had lost over 50% of its value.  Mr. Kalin filed a lawsuit...

DFPI Mandates Electronic Filings

When I served as Commissioner of Corporations, the Department had no website and all files were maintained in paper form.  I initiated a project to create electronic records.  Long after my tenure ended, the Department of Business Oversight in 2014...

Securities Claim Fails Because Option Exercise Is Not A Sale

A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code.  The suit arose from the plaintiff's claim that certain facts were not disclosed to him before he exercised his...

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