Bill Text

Bill Information


PDF |Add To My Favorites |Track Bill | print page

AB-769 Corporations: meetings and filings.(2021-2022)

SHARE THIS:share this bill in Facebookshare this bill in Twitter
Date Published: 01/04/2022 09:00 PM
AB769:v98#DOCUMENT

Amended  IN  Assembly  January 04, 2022

CALIFORNIA LEGISLATURE— 2021–2022 REGULAR SESSION

Assembly Bill
No. 769


Introduced by Assembly Member Grayson

February 16, 2021


An act to amend Section Sections 600 and 25206.1 of the Corporations Code, relating to securities. business.


LEGISLATIVE COUNSEL'S DIGEST


AB 769, as amended, Grayson. Broker-dealers: exemptions: finders: Corporations: meetings and filings.
Existing law, under the General Corporation Law, authorizes meetings of shareholders to be held at any place as stated or fixed in the bylaws, as specified, and provides that, subject to certain conditions, shareholders not physically present may participate in a meeting of the shareholders, be deemed present, and vote by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication. Existing law prohibits conducting a meeting of shareholders solely by electronic transmission, electronic video screen communication, conference telephone, or other remote communications unless all of the shareholders consent or the board determines it is necessary or appropriate because of an emergency, as defined.
This bill would authorize shareholders to also conduct a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the meeting is conducted during a state of emergency, as specified, that is related to an epidemic, pandemic, or disease outbreak.
Under the Corporate Securities Law of 1968, the Commissioner of Financial Protection and Innovation regulates the activities of a broker-dealer, which is defined as, among other things, any person engaged in the business of effecting securities transactions in California for the account of others or that person’s own account. The law specifies persons or entities excluded from the definition. Among the excluded persons is a finder, as defined, which is a person that meets specified requirements including filing an initial statement of information and paying a filing fee. The law requires a finder to annually supplement the initial information in a renewal statement within 30 days of the anniversary of the first statement.
This bill would change the required timing of the supplemental filing by requiring the renewal statement to be filed initially on or before December 31 following the anniversary of the filing of the initial statement and annually thereafter. The bill would also authorize the commissioner to, by rule or order, require additional information to be included in the supplemental renewal filing.
Vote: MAJORITY   Appropriation: NO   Fiscal Committee: YES   Local Program: NO  

The people of the State of California do enact as follows:


SECTION 1.

 Section 600 of the Corporations Code is amended to read:

600.
 (a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is stated or so fixed, shareholder meetings shall be held at the principal executive office of the corporation. Subject to any limitations in the articles or bylaws of the corporation, if authorized by the board of directors in its sole discretion, and subject to those guidelines and procedures as the board of directors may adopt, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the corporation (Sections 20 and 21), electronic video screen communication, conference telephone, or other means of remote communication, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote at a meeting of shareholders, subject to subdivision (e).
(b) An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws. However, if the corporation is a regulated management company, a meeting of shareholders shall be held as required by the Federal Investment Company Act of 1940 (15 U.S.C. Sec. 80a-1, et seq.). Any other proper business may be transacted at the annual meeting. For purposes of this subdivision, “regulated management company” means a regulated investment company as defined in Section 851 of the federal Internal Revenue Code.
(c) If there is a failure to hold the annual meeting for a period of 60 days after the date designated therefor or, if no date has been designated, for a period of 15 months after the organization of the corporation or after its last annual meeting, the superior court of the proper county may summarily order a meeting to be held upon the application of any shareholder after notice to the corporation giving it an opportunity to be heard. The shares represented at the meeting, either in person or by proxy, and entitled to vote thereat shall constitute a quorum for the purpose of the meeting, notwithstanding any provision of the articles or bylaws or in this division to the contrary. The court may issue any orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting, the record date for determination of shareholders entitled to vote, and the form of notice of the meeting.
(d) Special meetings of the shareholders may be called by the board, the chairperson of the board, the president, the holders of shares entitled to cast not less than 10 percent of the votes at the meeting, or any additional persons as may be provided in the articles or bylaws.
(e) A meeting of the shareholders may be conducted, in whole or in part, by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication if the corporation implements reasonable measures: (1) to provide shareholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting concurrently with those proceedings, (2) if any shareholder or proxyholder votes or takes other action at the meeting by means of electronic transmission to the corporation, electronic video screen communication, conference telephone, or other means of remote communication, to maintain a record of that vote or action in its books and records, and (3) to verify that each person participating remotely is a shareholder or proxyholder. A corporation shall not conduct a meeting of shareholders solely by electronic transmission by and to the corporation, electronic video screen communication, conference telephone, or other means of remote communication unless either: one or more of the following conditions apply: (A) all of the shareholders consent; or (B) the board determines it is necessary or appropriate because of an emergency, as defined in paragraph (5) of subdivision (i) of Section 207. 207; or (C) the meeting is conducted during a state of emergency proclaimed by the Governor of this state, including any person serving as Governor in accordance with Section 10 of Article V of the California Constitution and Section 12058 of the Government Code, or by the President of the United States of America, that is related to an epidemic, pandemic, or disease outbreak.

SECTION 1.SEC. 2.

 Section 25206.1 of the Corporations Code is amended to read:

25206.1.
 (a) For purposes of this section, a “finder” is a natural person who, for direct or indirect compensation, introduces or refers one or more accredited investors, as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (17 C.F.R. 230.501(a)), to an issuer or an issuer to one or more accredited investors, solely for the purpose of a potential offer or sale of securities of the issuer in an issuer transaction in this state, and who does not do any of the following:
(1) Provide services to an issuer for a transaction or a series of related transactions for the offer or sale of securities of the issuer that exceeds a securities purchase price of fifteen million dollars ($15,000,000) in the aggregate.
(2) Participate in negotiating any of the terms of the offer or sale of the securities.
(3) Advise any party to the transaction regarding the value of the securities or the advisability of investing in, purchasing, or selling the securities.
(4) Conduct any due diligence on the part of any party to the transaction.
(5) Sell or offer for sale in connection with the issuer transaction any securities of the issuer that are owned, directly or indirectly, by the finder.
(6) Receive, directly or indirectly, possession or custody of any funds in connection with the issuer transaction.
(7) Knowingly receive compensation in connection with any offer or sale of securities unless the sale is qualified under this division or unless the security or the transaction is exempt or not otherwise subject to qualification.
(8) Make any disclosure to a potential purchaser other than the following:
(A) The name, address, and contact information of the issuer.
(B) The name, type, price, and aggregate amount of any securities being offered in the issuer transaction.
(C) The issuer’s industry, location, and years in business.
(b) A finder who satisfies all of the conditions set forth in subdivisions (c) to (f), inclusive, shall be exempt from the provisions of Section 25210.
(c) (1) The finder shall file with the commissioner before engaging in any activities described in subdivision (a), on a form prescribed by the commissioner, an initial statement of information that shall include both of the following:
(A) The name and complete business or residential address of the finder.
(B) The mailing address of the finder, if different from the business or residential address.
(2) A filing fee of three hundred dollars ($300) shall be submitted to the Department of Financial Protection and Innovation along with the initial statement of information required by this subdivision.
(d) (1) In addition, the finder shall file with the commissioner on or before December 31 following the anniversary of the filing of the finder’s initial statement of information required by subdivision (c), and annually thereafter, on a form prescribed by the commissioner, a renewal statement of information that includes all of the following:
(A) The following affirmative representations by the finder:
(i) The finder has complied and will continue to comply with the conditions of subdivision (a).
(ii) The finder has not performed any acts or satisfied any circumstances prohibited by Section 25212 or by Rule 506(d) of Regulation D under the Securities Act of 1933 (17 C.F.R. 230.506(d)), and the finder has not been sanctioned by the commissioner pursuant to Section 25212.
(iii) The finder has obtained the written agreement described in subdivision (e) with respect to each transaction in which the finder has participated in the prior 12 months.
(B) An indication by the finder as to whether the finder has received transaction-based compensation that is subject to the actual sale of securities by the issuer in any transaction in which the finder has participated in the prior 12 months.
(C) Any other information the commissioner, by rule or order, reasonably determines is necessary.
(2) A filing fee in the amount of two hundred seventy-five dollars ($275) shall accompany each renewal statement of information.
(e) (1) Concurrently with each introduction, the finder shall obtain the informed, written consent of each person introduced or referred by the finder to an issuer, in a written agreement signed by the finder, the issuer, and the person introduced or referred, disclosing the following:
(A) The type and amount of compensation that has been or will be paid to the finder in connection with the introduction or referral and the conditions for payment of that compensation.
(B) That the finder is not providing advice to the issuer or any person introduced or referred by the finder to an issuer as to the value of the securities or as to the advisability of investing in, purchasing, or selling the securities.
(C) Whether the finder is also an owner, directly or indirectly, of the securities being offered or sold.
(D) Any actual and potential conflict of interest in connection with the finder’s activities related to the issuer transaction.
(E) That the parties to the agreement shall have the right to pursue any available remedies at law or otherwise for any breach of the agreement.
(2) To satisfy the requirements of this subdivision, the agreement shall also include a representation by the person introduced or referred by the finder to the issuer that the person is an accredited investor, as that term is defined in Rule 501(a) of Regulation D under the Securities Exchange Act of 1933 (17 C.F.R. 230.501(a)), and that the person knowingly consents to the payment of the compensation described therein.
(f) The finder shall maintain and preserve, for a period of five years from the date of filing of the notice prescribed in subdivision (d), a copy of the notice, the written agreement required in subdivision (e), and all other records relating to any offer or sale of securities in connection with which the finder receives compensation, as the commissioner may by rule require. The finder, upon written request of the commissioner, shall furnish to the commissioner any records required to be maintained and preserved under this subdivision.
(g) (1) A natural person who is engaged in the business of effecting transactions in securities and is not otherwise exempt from Section 25210 shall be subject to the requirements of Section 25210, if the individual fails to meet the definition of “finder” set forth in subdivision (a), or does not satisfy all the conditions set forth in subdivisions (c) to (f), inclusive.
(2) In the event a natural person does not meet the definition of “finder” set forth in subdivision (a) or does not satisfy all the conditions set forth in subdivisions (c) to (f), inclusive, any person introduced or referred by that natural person to an issuer, who purchases securities of that issuer in an issuer transaction following that introduction or referral, shall have the right to pursue any applicable remedy afforded under state law, including, without limitation, any applicable remedies pursuant to Section 25501.5.
(h) The commissioner may from time to time make, amend, and rescind rules, forms, and orders as are necessary to carry out the provisions of this section, including rules and forms governing applications and reports, and defining any terms, whether or not used in this law, insofar as the definitions are not inconsistent with the provisions of this law. For the purpose of rules and forms, the commissioner may classify securities, persons, and matters within the commissioner’s jurisdiction, and may prescribe different requirements for different classes.