Is There A California Connection To Kirschner?

Last summer, bankers and the lawyers who advise them breathed a collective sigh of relief when the Second Circuit Court of Appeals  upheld a U.S. District Court's opinion that notes in a bank syndicated loan were not securities.Kirschner v. JP...

Judge Rules That A Front For A Mexican Cartel Had The Capacity To Protect Its Own Interests

California Corporations Code Section 25118(b) provides an exemption from the state's usury limitations for loans. The exemption is subject to several conditions. One condition is the existence of either a preexisting relationship or a level of...

Reverse Stock Splits And The California Corporate Securities Law

Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange listing requirements....

Judge Rules Plaintiff Lacked Standing To Claim Damages Whilst Still Holding Securities

Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices.  One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a security in this state, by...

Is An Option Exercise Non Bis In Idem?

Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option? The answer under California's Corporate Securities Law of 1968 may surprise some. Corporations Code Section 25017 adopts a unified view of...

Are Securities Law And Unfair Competition Law Claims Miscible?

Recently, I wrote about the ruling in Cress v. Nexo Financial LLC,2023 WL 6609352 (Oct. 10, 2023). Today's post covers a different issue addressed in that case - to what extent does California's securities law preclude claims under California's...

A Form D Is Not A Registration Statement And Why It Might Matter

Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. Regulation D is a series of...

Whom Should The Law Protect - The Borrower/Issuer Or Lender/Purchaser?

The many California laws are intended to protect borrowers.  The California Financing Law, for example, provides that it is to be liberally construed to, among other things, "protect borrowers against unfair practices by some lenders, having due...

A Field Guide To Issuer And Nonissuer Transactions

The California Corporate Securities Law of 1968 applies a tripartite classification scheme to securities transactions. Corporations Code Section 25110 requires qualification of issuer transactions; Section 25120 requires qualification of...

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