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California › Corporate Securities Act

Allen Matkins

Is A Change In Transfer Restrictions In A Shareholder Agreement Subject To Qualification?

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A recent post discussed whether amending a shareholders agreement is subject to qualification under the California Corporate Securities Law of 1968.  For the purpose of that discussion, it is important to recognize that not...more

Allen Matkins

There Are Four Answers To The Question "Is A Limited Liability Company Interest Is A Security Under California Law?"

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The federal securities laws predate by decades the advent of limited liability companies and the statutory definitions of a "security" under those laws has not been updated to address membership interests in LLCs.  California...more

Allen Matkins

What's The Deal With New SEC Rule 3a5-4 And California?

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Section 3(a)(5) of the Securities Exchange Act of 1934 defines the term “dealer” to mean “any person engaged in the business of buying and selling securities . . . for such person’s own account through a broker or otherwise,”...more

Allen Matkins

Department Of Financial Protection & Innovation Warns Investors About Nonexistent Class Action Settlement

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Yesterday, the California Department of Financial Protection & Innovation warned investors that an "entity calling itself “Hartman Cain & Associates,” which represents itself as a law firm based in California, and operates...more

Allen Matkins

Is An Option Exercise Non Bis In Idem?

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Is the issuance of shares upon exercise of a stock option distinguishable from the issuance of the option?  The answer under California's Corporate Securities Law of 1968 may surprise some.  Corporations Code Section 25017...more

Allen Matkins

Whom Should The Law Protect - The Borrower/Issuer Or Lender/Purchaser?

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The many California laws are intended to protect borrowers.  The California Financing Law, for example, provides that it is to be liberally construed to, among other things, "protect borrowers against unfair practices by some...more

Allen Matkins

A Field Guide To Issuer And Nonissuer Transactions

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The California Corporate Securities Law of 1968 applies a tripartite classification scheme to securities transactions.  Corporations Code Section 25110 requires qualification of issuer transactions; Section 25120 requires...more

Allen Matkins

Does California Regulate Finfluencing?

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A week ago, the United States Securities and Exchange Commission charged Kim Kardashian with touting on social media a crypto asset security offered and sold by EthereumMax without disclosing the payment she received for the...more

Allen Matkins

California Bill Would Regulate Digital Financial Assets, But Leaves Status Under Securities Laws Unanswered

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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

Allen Matkins

Securities Claim Fails Because Option Exercise Is Not A Sale

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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

Allen Matkins

List Of Foreign Margin Stocks - Been A Long Time Gone

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California's Corporate Securities Law of 1968 makes offers it unlawful for any person to offer or sell a security in any nonissuer transaction unless it is qualified or exempt (or not subject to) qualification.  Cal. Corp....more

Allen Matkins

Does The CSL Observe "No Harm, No Foul"?

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The California Corporate Securities Law of 1968 declares it unlawful for any person to offer or sell in this state any security in an issuer, nonissuer, or reorganization transaction unless the sale has been qualified or is...more

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