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California Declares LLC Interests To Be And Not To Be Securities

Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities:

"“Security” means any . . . interest in a limited liability company and any class or...

Corporate Securities Law, Limited Liability Companies, Uniform Commercial Code

DBO Initiates Coordinated Examination Survey Of Investment Advisers

Last week, the California Department of Business Oversight emailed a "Formal Examination Demand: Response Required" to investment advisers stating that the Department is conducting a "coordinated survey of registered firms and their business...

Corporate Securities Law, Investment Advisers

Legislator Proposes Treble Damages And Unilateral Attorneys' Fee For Securities Claims

Assembly Member Al Muratsuchi recently introduced a bill, AB 2069, that would grant courts the discretion to award treble damages for violations of the qualification requirements of the Corporate Securities Law of 1968.  Courts would also gain the...

Corporate Securities Law

Death Has No Sting For Securities Claims

The "Forme of Solemizacion of Matrimonie" included in the Church of England's first Book of Common Prayer (1549) includes the forerunner of the wedding vows often used in modern Christian marriages.  Both bride and groom take each other "til death...

Corporate Securities Law

Woodbridge Trustee Seeks Relief In California's Corporate Securities Law

On Monday, the trustee of the Woodbridge Liquidation Trust filed a lawsuit against numerous law firms and lawyers.  The trustee's lawsuit relates to the reportedly $1.3 billion Ponzi scheme allegedly orchestrated by Robert H. Shapiro.  In February...

Corporate Securities Law

Domicile And The CSL

The qualification requirement of the California Corporate Securities Law of 1968 applies to offers and sales of securities in this state.  Cal. Corp. Code § 25110.  An offer or sale is made "in this state" if any one or more of the following events...

Corporate Securities Law

Does Section 25400(d) Require Reliance?

Yesterday's post noted that Section 25400(d) was modeled on Section 9(a)(4) of the Securities Exchange Act of 1934.  Federal courts have stated that Section 9(a)(4) is violated when there is a:

  1. misstatement or omission;
  2. of material fact;
  3. made with...

Corporate Securities Law

CLA Corporations Committee Comments On Proposed Regulation S-K Changes

The Securities and Exchange Commission has proposed to modernize Regulation S-K Items 101, 103, and 105.  The comment period for this proposal closes today.  The Corporations Committee of the Business Law Section of the California Lawyers...

Corporate Securities Law

Is A Pre-Issuance Form D Filing Requirement In The Offing?

The North American Securities Administrators Association (NASAA) is a century old organization that represents state and provincial securities regulators in Canada, Mexico and the United States.  Although the states were first to regulate securities...

Corporate Securities Law

Real Estate Development Runs Afoul Of California Securities Laws

Yesterday, the California Department of Business Oversight issued this press release announcing that San Diego Superior Court Judge Joel R. Wohlfeil granted the DBO’s request for a temporary restraining order.  The TRO bars further land sales,...

Corporate Securities Law

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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