October 20, 2021

Volume XI, Number 293

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October 19, 2021

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October 18, 2021

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SEC: Investment Adviser May Not Say That It May Do What It Already Did

Doug Cornelius at Compliance Building took note of an Securities and Exchange Commission order issued last Friday instituting proceedings against an investment adviser, Diastole Wealth Management, Inc., for inadequate disclosure of conflicts of interest related to investments the adviser managed for a private fund client.  Although the adviser disclosed that it "may" recommend certain investments, the SEC noted that the adviser had in fact already recommended the investments.  

In general, "may" may be used to express either possibility (e.g., it may rain tomorrow) or permission (e.g., you may take the day off tomorrow).  The word itself is derived from the Old English preterit present verb mæg, which means to be able.  This meaning  can be seen in the following lines from the Old English poem, Solomon and Saturn:

Ne mæg fȳres feng ne forstes cile,
snāw ne sunne, somod eardian
(neither fire's hold nor frost's chill
 snow nor sun, may [is able to] live together)

The California Corporations Code (Section 15) defines "may" as permissive. 

If this small etymological snippet peaks a curiosity in Old English (the vernacular Germanic language in England before 1100 CE), I recently came across a book by Bruce Mitchell, An Invitation to Old English and Anglo-Saxon England, which provides a highly readable and enthusiastic introduction to the subject. 

∗ My translation

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 260
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About this Author

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

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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