DBO "Issues" Private Placement Alert

Yesterday, the California Department of Business Oversight announced that it had "issued an investor advisory on exempt securities offerings, also known as 'private placements,' in light of the coronavirus pandemic." Actually, the release is an...

Legislator Proposes Securities Law Exception For Digital Assets
California's Corporate Securities Law of 1968 defines "security" by providing a long list of financial instruments.  Cal. Corp. Code Section 25107.  Not included on the list are so-called digital assets.  In modern parlance, a digital asset is an asset...
A "Security" By Another Name Is Carelessness

The Corporate Securities Law of 1968 defines a "security" essentially by providing a list. Cal. Corp. Code § 25019. The statutory list is similar, but not precisely the same as, the definitional lists of securities found in the Securities Act of...

This DBO Rule Has More Than One Red Herring

Regulation A (aka "Reg A") is an exemption from the registration requirement of the Securities Act of 1933 that, subject to numerous conditions, allows issuers to offer and sell securities to the public with reduced disclosure requirements. Issuers...

A Taxonomy Of Issuer And Nonissuer Transactions

Yesterday's post concerned a recent ruling by U.S. District Court Judge Phyllis J. Hamilton concerning whether a plaintiff's purchase of a cryptocurrency was subject to qualification as an "issuer transaction" under the California Corporate...

Court Tackles Issuer/Non-Issuer Transaction Distinction

California's Corporate Securities Law of 1968 imposes a qualification requirement on the offer and sale of securities in three categories of transactions: issuer, recapitalization and reorganization, and nonissuer. Corp. Code §§ 25110, 25120 &...

California Declares LLC Interests To Be And Not To Be Securities

Unlike the Securities Act of 1933, California's Corporate Securities Law of 1968 includes interests in limited liability companies in the list of securities:

DBO Initiates Coordinated Examination Survey Of Investment Advisers

Last week, the California Department of Business Oversight emailed a "Formal Examination Demand: Response Required" to investment advisers stating that the Department is conducting a "coordinated survey of registered firms and their business...

Legislator Proposes Treble Damages And Unilateral Attorneys' Fee For Securities Claims

Assembly Member Al Muratsuchi recently introduced a bill, AB 2069, that would grant courts the discretion to award treble damages for violations of the qualification requirements of the Corporate Securities Law of 1968. Courts would also gain the...

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