Securities transactions: qualification requirements: exemptions.

Existing law, the Corporate Securities Law of 1968, requires certain securities offered or sold in this state to be qualified through application filed with the Commissioner of Corporations, or to be exempt from the qualification requirements. Existing law exempts offers and sales of securities in specified transactions including, but not limited to, offers made to no more than 35 persons, excluding accredited investors, as defined by reference to Regulation D promulgated under the federal Securities Act of 1933, as amended, to include specified minimum net worth and income requirements for prospective investors. This bill would, until January 1, 2016, exempt from qualification offerings or sales of securities using a general solicitation or general advertising, provided the transaction meets specified requirements, including a requirement that the sales are made to accredited investors and the aggregate offering price of securities, as defined by reference to Regulation D, does not exceed $1,000,000, less the aggregate offering price for all securities sold within 12 months, as specified. This bill would incorporate additional changes in Section 25102 of the Corporations Code proposed by SB 978, that would become operative only if SB 978 and this bill are both chaptered and become effective on or before January 1, 2013, and this bill is chaptered last. This bill would declare that it is to take effect immediately as an urgency statute.