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...

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...

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,...

Why The CSL's Application To The Sale Of LLC Membership Interests May Be Unknown And Unknowable At The Time Of Sale

The California Corporate Securities Law of 1968, like the federal Securities Act of 1933 and Securities Exchange Act of 1934, define "security" by providing a list.  Because limited liability companies did not exist when these laws were enacted,...

The CSL And Foreign Subsidiaries

I suspect that many lawyers do not give a great deal of thought to the application of the California Corporate Securities Law of 1968 to the issuance of shares in connection with the incorporation of a wholly owned subsidiary.  Section 25102(i)(2)...

Is There Securities Fraud Without Reliance And Causation?

Section 25401 of the Corporations Code is California's securities fraud statute.  Readers of this space will know that that scienter was not required under the former version of the statute but that the legislature rewrote Section 25401 to...

State Of Formation Does Not Define Securities Law's Jurisdiction

A common misconception is that the securities laws of an issuer's state of formation govern all offers and sales of that issuer's securities.  In California, however, the application of the state's securities laws turns on whether an offer or sale...

Court Rules No Scienter Required

Both Corporations Code Section 25401 and Rule 10b-5 concern securities fraud.  Section 25401, however, was modeled on Section 12(2) (now 12(a)(2)) of the Securities Act of 1933 while Section 10b-5 was adopted under Section 10(b) of the Securities...

Is An Annuity Contract A Security?

In general terms, an annuity contract involves the payment of money in return for a promise to receive payments on some periodic basis in the future.  An obvious question therefore might be whether an annuity contract is a security.  The answer...

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