This Blue Sky Law May Cast A Shadow On Promissory Note Amendments

The California Corporate Securities law requires qualification of three categories of transactions: issuer, recapitalization/reorganization transaction, and nonissuer.  Cal. Corp. Code §§ 25110, 25120 & 25130.  The second category includes "any...

To File Or Not To File Under Rule 260.103?

California's limited offering exemption (Cal. Corp. Code § 25102(f)) requires an issuer to file a notice of transaction with the Department of Business Oversight with 15 calendar days after the first first sale of the security in California. 10 CCR...

Do California Courts Classify Promissory Notes As Securities Based On Their Phenotype?

A recent decision by U.S. District Judge Paul G. Gardephe has attracted attention among bank finance lawyers by ruling that the sale of promissory notes to "a few hundred" investors did not involve the offer or sale of a security. Kirschner v....

DBO "Issues" Private Placement Alert

Yesterday, the California Department of Business Oversight announced that it had "issued an investor advisory on exempt securities offerings, also known as 'private placements,' in light of the coronavirus pandemic."  Actually, the release is an...

Legislator Proposes Securities Law Exception For Digital Assets
California's Corporate Securities Law of 1968 defines "security" by providing a long list of financial instruments.  Cal. Corp. Code Section 25107.  Not included on the list are so-called digital assets.  In modern parlance, a digital asset is an...
A "Security" By Another Name Is Carelessness

The Corporate Securities Law of 1968 defines a "security" essentially by providing a list. Cal. Corp. Code § 25019.  The statutory list is similar, but not precisely the same as, the definitional lists of securities found in the Securities Act of...

This DBO Rule Has More Than One Red Herring

Regulation A (aka "Reg A") is an exemption from the registration requirement of the Securities Act of 1933 that, subject to numerous conditions, allows issuers to offer and sell securities to the public with reduced disclosure requirements.  Issuers...

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 &...

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