California Corporate & Securities Law

A new paper ostensibly connects the dots between failing to file a Form D, as required by Regulation D, and "patent trolls".   A "patent troll" is a company, typically that does not produce any product or provide any service, that purchase patents...

In June of last year,  noted the introduction of a bill that would subject digital financial asset businesses to licensing in California.  See California Fingers Digital Financial Asset Businesses For Licensing.  In September, Governor Gavin Newsom...

The definition of a "real estate broker" under the California Real Estate Law encompasses much more than simply selling real estate.   For example, Business & Professions Code Section 10131.3 defines a real estate broker as "a person who, for...

A week ago, the United States Securities and Exchange Commission charged Kim Kardashian with touting on social media a crypto asset security offered and sold by EthereumMax without disclosing the payment she received for the promotion.   According...

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,...

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...

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...

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...

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...