How Close A Relation Is Section 25110  To Section 12(a)?

Section 12(a) of the Securities Act of 1933 covers two types of civil liability.  Section 12(a)(1) concerns violations of Section 5 which imposes registration and prospectus delivery requirements on the offer and sale of securities.  Section...

In California Not Every Beneficial Interest In A Trust Is A Security

California's statutory definition of "security" lists by name two types of trust certificates - collateral trust certificates and voting trust certificates.  Cal. Corp. Code § 25109.  Both of these certificates are also found in the definition of...

Implied Causes Of Action Under The California Corporate Securities Law

As has been widely reported, the United States Supreme Court has dismissed as improvidently granted the writ of certiorari in Emulex Corporation v. Varjabedian.  This action leaves standing, at least for the time being, the Ninth Circuit Court of...

Court Rules Internal Affairs Doctrine Bars California Insider Trading Claim

California, unlike the federal government, has codified its prohibition on insider trading.  Corporations Code Section 25402 provides:

Will The SEC's Framework Beget Blue Sky Blues For Digital Assets?

Earlier this week, two senior officials at the Securities and Exchange Commission issued this statement elucidating a "framework for 'investment contract' analysis of digital assets".  The Framework applies the tripartite test fashioned by the...

Judge Finds No Privity Required For Control Persons

Last May, I wrote about U.S. District Court Judge Arthur D. Spatt's ruling in Hatteras Enters. v. Forsythe Cosmetic Grp., Ltd., 2018 U.S. Dist. LEXIS 68792.  That post concerned Judge Spatt's decision to apply California's Corporate Securities...

Rescinding Initial Coin Offerings Under California Law

John Jenkins at the The Mentor Blog wrote this morning about the Securities and Exchange Commission's relaxed approach to remedying unregistered initial coin offerings (aka ICOs).  According to John, the SEC is allowing an unregistered ICO to...

Commissioner Issues Annual Securities Report

The California Commissioner of Business Oversight is require to prepare an annual report summarizing the data collected from issuers that were granted permits to offer and sell securities pursuant to Corporations Code § 25113(b).  The Commissioner...

How To Avoid A Section 11 Liability In A Stock-For-Stock Merger

John Jenkins at DealLawyers.com recently wrote about Section 11 claims being filed in state court by purchasers in stock-for-stock mergers.  Section 11 of the Securities Act of 1933 authorizes a cause of action against specified persons "in case any...

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