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...

The Case Of The Non-Existent Stock Options

After starting employment at eCommission Solutions, LLC in 2015, Mr. Aja Doshi was offered the position of Vice President, Product Engineering.  Among other things, the offer stated: "You will be granted one hundred fifty thousand (150,000) stock...

When To Worry About Blue Sky Laws

Recently, I came across a very helpful table on the SEC's website.  The table illustrates which offerings exempt from Section 5 of the Securities Act may be subject to state registration or qualification requirements:

Buyer Liability Under The California Corporate Securities Law

Last Friday's post concerned liability under Section 12(a) of the Securities Act of 1933.  As noted in the post, Section 12(a)(2), unlike Section 12(a)(1), is an antifraud statute.  It imposes liability on any person who:

Fairness Hearings Are Not Just For Merger Transactions

Section 3(a)(10) of the Securities Act provides an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions.  There are several conditions to the exemption, including the requirement that a...

In California, Corporations Can Be Individuals Too

Many were upset with the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission,  Citizens United v. FEC, 558 U.S. 310 (2010).  The California legislature was so upset that it passed a resolution memorializing its...

Face It, Court Rules Plaintiff Must Be An Actual Seller To Maintain Securities Fraud Action

A recent ruling by U.S. District Court Judge Cynthia Bashant reminds us that when it comes to securities fraud claims, a plaintiff is generally required to have either bought or sold a security.  Melcher v. Fried, 2018 U.S. Dist. LEXIS 89353. 

More On Post Cards As Securities

Recently, I wrote about how the famed polar explorer Roald Amundsen raised money by selling post cards and stamps.  This raised the question of whether the cards and stamps might be considered a security under the Supreme Court's definition of...

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