Nonprofit Basics: How To Wind up a California Charity
Part 5 of the California Corporate Securities Law of 1968 sets forth a number of fraudulent and prohibited practices. One of these practices is to "to offer or sell a security in this state, or to buy or offer to buy a...more
Securities law practitioners know that Section 5(a) of the Securities Act of 1933 generally makes it unlawful to sell a security unless a registration statement is in effect, or the security or the transaction is exempt. ...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
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
In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a...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
Federal Reserve Hints at Government-Backed Cryptocurrency; Third Circuit Affirms Dismissal of Securities Fraud Class Action Against Shutterfly Inc. Regarding Allegedly Misleading Financial Projections; Ninth Circuit Holds...more
I have long advocated for a federal statutory definition of insider trading because I believe that the current approach has been for the courts to convict first and then explicate the theory supporting the conviction in a...more
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...more
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...more
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...more
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....more
A few years back, I criticized the amendment of California Corporations Code Section 25401 to conform to Rule 10b-5 under the Securities Exchange Act of 1934. See California Creates Complete Chaos By Rewriting Anti-Fraud...more
In May, I wrote about Judge Gonzolo P. Curiel’s decision to grant the defendants’ motion to dismiss federal and state securities law claims in Mueller v. San Diego Entm’t Partners, LLC, 2017 U.S. Dist. LEXIS 77643 (S.D. Cal....more
On several occasions, I have written about whether scienter is required under Corporations Code Section 25401. That question surfaced again last week in Judge Gonzolo P. Curiel’s ruling on the defendants’ motion to dismiss...more
Corporations Code Section 25401 is California’s basic securities antifraud statute...more
Readers of this blog will recall my chariness of a 2013 amendment to California’s basic securities anti-fraud statute. See California Creates Complete Chaos By Rewriting Anti-Fraud Statute, But “We Are Against Fraud Aren’t...more
In September 2013, Governor Jerry Brown signed SB 538 (Hill) into law. This bill fundamentally rewrote a key anti-fraud provision of the Corporate Securities Law of 1968 – Corporations Code Section 25401. At the time, I...more
Section 27 of the Securities Exchange Act of 1934 provides: “The district courts of the United States . . . shall have exclusive jurisdiction of violations of [the Exchange Act] or the rules and regulations thereunder,...more
In prior posts, I’ve cast a jaundiced eye on last year’s amendment of California’s general securities fraud statute, Corporations Code Section 25401. See Die Verwandlung: How The Legislature Likely Raised The Bar On...more