BankingSecurities
Section § 1200
This law section explains specific terms related to buying and selling securities. When the law mentions an "offer" or "offer to sell," it means trying to sell or asking someone to buy a security. "Sale" or "sell" includes any agreement to sell or trade securities or any change to the terms of existing securities.
"Security" refers to financial instruments like stocks and bonds, and also includes options to purchase them. However, this definition does not cover certain stock dividends given by banks to common stockholders if specific conditions are met.
Section § 1201
Banks in California must get a permit from the commissioner before they can sell any securities they issue.
Section § 1202
This law explains situations where certain bank transactions involving securities don't have to follow the usual regulations in Section 1201. First, a bank can offer (not sell) its securities in a private, limited way without immediate payment or issuance, as long as it follows specific rules about who it can offer to. These people must either know someone at the bank or have enough experience to understand the deal. Second, if a bank does a stock split according to approved documents, this can also be exempt unless the commissioner decides otherwise. Lastly, a bank can sell securities to a particular person with an approved plan by the commissioner or if a regulation says the transaction is exempt, unless again, the commissioner decides otherwise.
Section § 1203
This law section states that if you want to apply for a permit, you need to fill out the application form in the way that the commissioner requires, including all the information they ask for.
Section § 1204
This section outlines the fees that must be paid for different types of permits related to securities in California. The fee for a negotiating permit is $50. Similarly, getting a permit to exchange a security or change its aspects, like rights or privileges, also costs $50. If you need a permit to sell securities in any other case, it costs $100 plus 0.1% of the total value of the securities being sold, capped at $1,750.
Section § 1205
This law section says that if the commissioner determines that a planned sale of securities is fair and reasonable, they will grant a permit to the applicant, allowing them to sell the securities under specific terms. If the commissioner believes the sale is not fair, they will deny the permit application.
Section § 1206
This law allows the commissioner to set certain conditions on permits related to securities. These conditions can include requiring that securities are held in escrow, making them harder to transfer, controlling how money from their sale is handled, and capping expenses related to their sale. The law empowers the commissioner to ensure these measures are in place to protect the public interest.
Section § 1207
This law states that when a permit is given for selling certain securities, it should clearly say that the permit is just permission and not a stamp of approval or recommendation for the securities themselves.
Section § 1208
This law allows a commissioner to change, pause, or cancel any permit that was given out according to another rule, Section 1205.
Section § 1209
This law section explains that when a bank wants to issue a security or provide something of value in exchange for existing securities, claims, or property interests, the bank must obtain approval from a commissioner. The commissioner checks that the proposed terms are fair and may hold a hearing where those involved can participate. This applies even if the transaction is usually exempt from certain rules.
Section § 1210
This law allows certain financial transactions or securities to be exempt from the rules of Section 1201. The commissioner has the authority to decide which transactions or securities are exempt by regulation or order. This exemption is given if it's determined that regulating these transactions is not needed for public interest or investor protection.
Section § 1211
This law allows a bank to issue, sell, or pledge its own special financial instruments known as capital notes or debentures, as long as its board approves it. These can have specified terms and interest rates and might be convertible into shares. If the bank goes under, it is important to know that creditors and depositors have first dibs on the bank's remaining assets before anything is paid back to holders of these notes or debentures. Only after these primary claims are settled can the notes or debentures be paid from whatever is left. The law also states that the bank can't repay the principal on these notes unless doing so maintains at least the initial level of financial strength as when they were first issued, unless the commissioner allows otherwise.
Section § 1212
This section clarifies that the rules and regulations in this chapter do not change or impact the Corporate Securities Law of 1968, which begins at Section 25000 in the Corporations Code.