California Corporate & Securities Law

Section 3(a)(10)of the Securities Act provides an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions. There are several conditions to the exemption, including the requirement that a...

Many were upset with the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission,  Citizens United v. FEC, 558 U.S. 310 (2010). The California legislature was so upset that it passed a resolution memorializing its disagreement...

A recent ruling by U.S. District Court Judge Cynthia Bashant reminds us that when it comes to securities fraud claims, a plaintiff is generally required to have either bought or sold a security.  Melcher v. Fried, 2018 U.S. Dist. LEXIS 89353. 

Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps. This raised the question of whether the cards and stamps might be considered a security under the Supreme Court's definition of...

A recent dispute between plaintiffs domiciled in California and defendants domiciled in New York caused U.S. District Court Judge Arthur D. Spatt to ponder whether to apply New York's Martin Act or California's Corporate Securities Law of 1968. He...

This should be a straightforward question - Are qualification and registration requirements under state securities laws preempted with respect to industrial development bonds?

California Corporations Code Section 25100 is a long list of securities exempt from the qualification requirements of the Corporate Securities Law of 1968.  Last on this list (Section 25100(t)) is any security issued or guaranteed by and representing...

An entire division of California's Business & Professions Code is devoted to a single plant genus - Cannabis. The official name of the division is the "Medicinal and Adult-Use Cannabis Regulation and Safety Act" aka the MAUCRSA. Bus. & Prof. Code §...

I trust that by now most quotidian readers of this blog should be familiar with Corporations Code Section 25402 which declares insider trading to be unlawful. Although the statute has been on the books since the enactment of the Corporate Securities...