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...

Ninth Circuit Holds Loss Causation Required For California Securities Claim

Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state:

List Of Foreign Margin Stocks - Been A Long Time Gone

California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp. Code § 25130.  Transaction...

Does The CSL Observe "No Harm, No Foul"?

The California Corporate Securities Law of 1968 declares it unlawful for any person to offer or sell in this state any security in an issuer, nonissuer, or reorganization transaction unless the sale has been qualified or is exempt or otherwise not...

Court Rules Contract's Choice Of Law Does Not Reach California Securities Law Claims

Donna Morgan signed two agreements to acquire ownership interests in two Nevada limited liability companies.  The agreements contained identical choice-of-law provisions, contemplating that Nevada law would "govern the validity, construction,...

Puzzling CSL Exemption Proposed

California Assembly Member Al Muratsuchi introduced a bill, AB 511, which would add a new transactional exemption to the qualification requirement of the California Corporate Securities Law of 1968.  As introduced, the exemption would be available...

Court Finds No Substantial Federal Issue Engendered By Claim Of California Option Plan Exemption

The United States federal courts are courts of limited jurisdiction.  Therefore, it is not always possible to make a "federal case" out of claim, even when issues of federal law may be involved. 

Court Rules Rights To Timeshare Vacation Points Are Not Securities

Both the Securities Act of 1933 and the California Corporate Securities Law of 1968 define the term "security" by providing long and varied lists of financial instruments and contractual relationships.  Neither law mentions timeshare vacation points

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