Securities transactions: qualification requirements, exemptions, and liability.

The Corporate Securities Law of 1968 requires securities offered or sold in this state in an issuer or nonissuer transaction to be qualified through an application filed with the Commissioner of Business Oversight, unless exempt from the qualification requirements. That law exempts, among other transactions, certain transactions not involving any public offering, as prescribed. That law also makes it unlawful, for a person in connection with the offer, sale, or purchase of a security, to engage in fraudulent or misleading acts or omissions. This bill would establish a new exemption from the qualification provisions for an offer or sale of any security for which the issuer is a California or foreign corporation that is not a "blind pool" company, as defined, not issuing fractional undivided interests in oil or gas rights or other similar mineral rights, is not an investment company subject to the federal Investment Company Act of 1940 and is not subject to certain reporting requirements of the Securities Exchange Act of 1934. The bill would require, among other criteria, that the offer or sale be conducted in accordance with certain requirements of federal law limiting the total offering of securities to $300,000 in a 12-month period, less the aggregate offering price for all securities sold, as specified. Existing law authorizes all securities, whether eligible or not for qualification by coordination or notification, to be qualified by permit in accordance with certain provisions. Existing law authorizes an applicant to file a small company application for permit under these provisions if it meets specified conditions, including if the total offering of voting common stock and preferred stock by the applicant to be sold in a 12-month period is limited to 1,000,000, less the aggregate offering price for all securities sold, as prescribed. This bill would increase the amount of that limit on the total offering of voting common stock and preferred stock to $5,000,000, under the conditions described above. The bill would also place restrictions on the ability of applicants to arbitrate any claim or dispute, participate in a class action, or have a jury trial, and would place other related legal limits on applicants. Existing law provides that any person who violates a condition of qualification of the offer or sale of a security is liable to any person acquiring the security sold in violation, who may sue to recover the consideration paid for the security with interest thereon at the legal rate or for damages, as specified. This bill would provide for the recovery of reasonable attorney's fees, as specified. The bill would authorize the award of treble and punitive damages against any person who violates those conditions of qualification by permit authorized by this bill if the court determines that the violation was willful. Existing law imposes liability on any person who engages in specified unlawful activity to the person who purchases a security from him or her or sells a security to him or her, and authorizes the purchaser or seller to sue either for rescission or for damages. The bill would require the court to award reasonable attorney's fees, as specified. The bill also would authorize the court to award treble and punitive damages against a person who violates the above provision in an offer or sale of a security, as authorized by this bill, if the court determines the violation was willful.