California Corporate & Securities Law

The qualification requirement of the California Corporate Securities Law of 1968 applies to offers and sales of securities in this state. Cal. Corp. Code § 25110. An offer or sale is made "in this state" if any one or more of the following events...

Yesterday's post noted that Section 25400(d) was modeled on Section 9(a)(4) of the Securities Exchange Act of 1934.  Federal courts have stated that Section 9(a)(4) is violated when there is a:

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 Association...

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...

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,...

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, none...

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...

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 conform to...

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...