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...

Does New York's Martin Act Conflict With California's Blue Sky Law?

A recent dispute between plaintiffs domiciled in California and defendants domiciled in New York caused U.S. District Court Judge Arthur D. Spatt to ponder whether to apply New York's Martin Act or California's Corporate Securities Law of 1968.  He...

Industrial Development Bonds And The Mystery Of Federal Preemption

This should be a straightforward question - Are qualification and registration requirements under state securities laws preempted with respect to industrial development bonds?

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