October 18, 2019

October 18, 2019

Subscribe to Latest Legal News and Analysis

October 17, 2019

Subscribe to Latest Legal News and Analysis

October 16, 2019

Subscribe to Latest Legal News and Analysis

Rescinding Initial Coin Offerings Under California Law

John Jenkins at the The Mentor Blog wrote this morning about the Securities and Exchange Commission's relaxed approach to remedying unregistered initial coin offerings (aka ICOs).  According to John, the SEC is allowing an unregistered ICO to remedy itself by conducting an unregistered rescission offer.  Historically, the SEC has required registration of rescission offers under the conceit that they represent a new offer of securities.

California has a statute permitting (not requiring) rescission offers with the approval (as to form) of the Commissioner of Business Oversight.  Cal. Corp. Code § 25507.  Those seeking the Commissioner's approval must use the form of application set forth in 10 CCR § 260.507.  Additional guidance concerning what the Commissioner will and will not accept can be found in Commissioner's Release 36-C.

Note that if accepted a rescission offer also involves a sale of a security. If made in California, that sale must be qualified with the Commissioner unless exempt.

© 2010-2019 Allen Matkins Leck Gamble Mallory & Natsis LLP


About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...