A Taxonomy Of Issuer And Nonissuer Transactions

Yesterday's post concerned a recent ruling by U.S. District Court Judge Phyllis J. Hamilton concerning whether a plaintiff's purchase of a cryptocurrency was subject to qualification as an "issuer transaction" under the California Corporate...

Court Tackles Issuer/Non-Issuer Transaction Distinction

California's Corporate Securities Law of 1968 imposes a qualification requirement on the offer and sale of securities in three categories of transactions: issuer, recapitalization and reorganization, and nonissuer.  Corp. Code §§ 25110, 25120 &...

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:

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...

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...

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...

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...

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...

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:

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