In June of last year, noted the introduction of a bill that would subject digital financial asset businesses to licensing in California. In September, Governor Gavin Newsom vetoed the bill stating that it would be "premature...more
Recently, Securities and Exchange Commission Commissioner Mark Uyeda recently expressed concern about the the Commission's belief system with respect to its proposed Regulation Best Execution...more
In a recent post on the Harvard Law School Forum on Corporate Governance, Jai Massari discusses a new paper that argues fungible cryptoassets are not securities under existing U.S. federal securities laws while initial coin...more
Earlier this month, the California Department of Financial Protection & Innovation issued a quasi interpretive opinion regarding whether the unnamed requestor must be licensed under California's Money Transmission Act to...more
The California Financing Law prohibits any person from engaging in the business of a "finance lender" without a license from the Department of Financial Protection & Innovation. Cal. Fin. Code § 22100(a). The CFL provides...more
The definition of a "real estate broker" under the California Real Estate Law encompasses much more than simply selling real estate. For example, Business & Professions Code Section 10131.3 defines a real estate broker as...more
In this post yesterday, John Jenkins took aim at issuer's that characterize themselves as "leading". He notes that the SEC Staff has and continues to comment on such characterizations. I think that in some cases these...more
Two California statutes require that restrictions on transfer be included on share certificates. Section 8204 of the Commercial Code provides that "[a] restriction on transfer of a security . . . is ineffective against a...more
In June, I reported that Assemblymember Grayson had gutted and amended AB 2269 to establish a "Digital Financial Assets Law" to be administered by the Department of Financial Protection & Innovation. The bill was amended...more
Section 25102.5 of the California Corporations Code exempts from the issuer qualification requirement of the Corporate Securities Law of 1968 a "transaction" that is the sale of: (i) a series of notes secured directly by an...more
I started practicing law in the same year that California enacted a limited offering exemption for the offer and sale of securities in issuer transactions, Cal. Corp. Code § 25102(f). Before then, issuers had to rely on...more
California's blue sky law, the Corporate Securities Law of 1968, generally requires that offers and sales of securities be qualified unless the security or transaction is exempt or not subject to qualification. Most...more
Last Friday, the Department of Financial Protection & Innovation issued a warning about "romance scams and cryptocurrency". This warning is similar to one issued this month by the North American Securities Administrators...more
In 2011, I posed the following question: Is Privity Required Or Not Required Under Section 25500? Section 25500 of the California Corporations Code provides the remedy for violations of Section 25400 which declares unlawful...more
California's Public Records Act, Cal. Gov't Code § 6250 et seq., provides for public access to California state and local government records. The PRA defines "public records" broadly to include "any writing containing...more
Last summer, the Securities and Exchange Commission charged yet another corporate insider, Matthew Panuwar, with insider trading. This case was unusual because Mr. Panuwar did not trade in the securities of his employer,...more
Yesterday's post concerned the California Court of Appeal's holding that statements made in a Form 10-K were "protected activity" under California's Anti-SLAPP statute because they were made "in connection with an issue under...more
Under California's Anti-SLAPP law, a defendant may bring a special motion to strike any cause of action "arising from any act of that person in furtherance of the person's right of petition or free speech under the United...more
Semper Midas Fund, Ltd was formed for to invest primarily in mortgage-related instruments. Five months after investing over $300,000 in the fund, the Alan Kalin was told that that the fund had lost over 50% of its value. ...more
Last week, the Securities and Exchange Commission announced that it had "instituted proceedings against American CryptoFed DAO LLC, a Wyoming-based organization, halting the effectiveness of the company’s registration of two...more
Yesterday's post concerned UCLA Law School Professor Sung Hui Kim's forthcoming article on the efficacy of lawyers as gatekeepers. I sent a link to my post to Professor Kim and she sent me an earlier article that she...more
Goldfield, Nevada exploded into Nevada's largest city in the first decade of the Twentieth Century. It supported two stock exchanges - the Goldfield Mining Stock Exchange (which began in the Northern Saloon) and the...more
A recent decision by the Nevada Supreme Court highlights the definition of "sale" in Section 25017 of the California Corporations Code. The suit arose from the plaintiff's claim that certain facts were not disclosed to him...more
Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified...more
Section 25400(d) of the California Corporations Code declares it is unlawful for any person, directly or indirectly, in this state...more