Securities Laws San Diego

Federal and California Securities Laws San Diego Summary

Securities laws govern the offer and sale of any ownership interest or evidence of indebtedness falling within the legal definition of a security. All such offers and sales should be carefully reviewed by a securities attorney to ascertain whether or not a security is present in the transaction. If a security is present, the required registration, qualification, or exemption from registration or qualification must be completed in accordance with federal and state securities laws. Completing the required registration, qualification, or exemption from registration or qualification allows a business to:

  • Legally raise capital from investors;
  • Avoid criminal or civil liability for securities fraud;
  • Attract investors by providing all appropriate documentation; and
  • Minimize the risk of investor lawsuits through proper disclosure.

Securities Law Questions?

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Michael J. Leonard helped us obtain our 501(c)(3), created our bylaws, and completed all of the necessary forms to establish a tax exempt status for our non-profit foundation. He was professional, quick, and great to work with. Mr. Leonard is also very connected in the community and has referred us to useful contacts.

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In 2009 San Diego Corporate Law converted my Sole Propriety Engineering Company into a “S” Corporation. My experience was painless and Mr. Leonard has done an excellent job staying in contact and continues to be a great advisor. San Diego Corporate Law comes highly recommended.

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Michael J. Leonard at San Diego Corporate Law is not your typical attorney experience. Michael puts his full attention into understanding your needs and provides the best solution to meet your goals. I highly recommend San Diego Corporate Law to any of my friends and associates.

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I was recommended to Michael to help me set up a new corporation I was starting. The advice he gave me was great, and I eventually hired his services to create the agreements and contracts between myself and my business partner. Throughout the process he guided me and asked very detailed questions. I felt that he had my back and my best interest at heart. Looking back now, the contracts he wrote have saved me close to $40,000 in money that I would have otherwise had to pay. Thank you Michael. Everyone should follow your standards.

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We hired San Diego Corporate Law to help us establish our business in San Diego. In the initial stages of setting up our business and transitioning to California, we were frequently out of town. During this time, Michael answered questions promptly and thoroughly by phone and email. He went above and beyond to keep us on deadline for our aggressive schedule. I would not hesitate to recommend San Diego Corporate Law to another business owner.

Alicia Sorber-Gallegos, Two Men and a Truck


Having no prior experience with business law, I approached Michael to help me set up an LLC for my new company and help me review my legal disclaimers. Michael was very straightforward, honest and helpful. He took the time to explain every detail and answer all of my questions. His work was very diligent and completed exactly by the deadline promised. Michael and San Diego Corporate Law hold my highest recommendation!

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John Copyak, Clean USA Power, Inc.


San Diego Corporate Law helped me set up MGIV Inc and get established as an S-corp in 2013. I was a one man show and didn’t have a substantial amount of money to spend to get started. I was in the process of filing for a LLC through when something didn’t feel right. I picked up the phone and asked Michael if he was available to help. This was my first business so I knew nothing about filing for a corporation or legally establishing a business. Using his knowledge and expertise he coached me toward filing for an S-corp instead of an LLC. It saved the corporation $800 in 2013 and positioned it for success based on the MGIV Communication Consulting model. I find comfort knowing that my business is in good hands. Michael is a great resource and very personable so working with him is convenient and affordable! I recommend San Diego Corporate Law to anyone needing legal assistance with their business!

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Michael J. Leonard at San Diego Corporate Law not only helped us establish our small business in San Diego, but he helped us to solidify our partnership to avoid any gray areas as we are a family-run business. Michael was easy to work with, knowledgeable, responsive, and professional, and we will continue to use him as our company lawyer moving forward.

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Federal and California Securities Laws San Diego Details

Federal Securities Laws

The United States federal government began regulating securities in 1933 in response to the financial scams and scandals leading to the stock market crash of 1929. The Securities Act of 1933 is a disclosure act, requiring the issuers and underwriters of securities to file registration statements, prospectus, offering circulars, advertisements, and intent to sell notices with the federal government. The Securities Act of 1933 creates liability for those who materially misrepresent or omit facts about the securities being offered.

The Securities Act of 1933 was closely followed by the Securities Exchange Act of 1934. While the Securities Act of 1933 regulates the issuance of securities, the Securities Exchange Act of 1934 regulates the secondary trading of securities meaning the purchase and sale of securities not involving the issuer of the securities. Most notably, the Securities Exchange Act of 1934 makes it unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange to use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement, any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.

Other federal regulations followed the Securities Exchange Act of 1934, including the Investment Company Act of 1940.

State Securities Laws (Blue Sky Laws)

All fifty states, the District of Columbia, Guam, and Puerto Rico have enacted state securities laws, commonly referred to as “blue sky laws”. To varying degrees, these acts regulate offers, subscriptions, sales, and issuances of securities by businesses and individuals. Like federal securities laws, blue sky laws are intended to protect the public against fraudulent investment schemes through the full disclosure of any and all information an investor would find useful in making an informed investment decision. Blue sky laws also protect the issuers of securities and investors by regulating the commissions that may be lawfully earned by a securities broker.

California Securities Laws (California Blue Sky Laws)

The California Corporate Securities Law of 1968 regulates all offers and sales of securities in California. All securities offered or sold must be either qualified with the California Department of Business Oversight or exempted from registration by a specific rule or California securities law.

Exemptions from qualification do not limit issuer liability for fraud, either criminally or civilly, but instead merely exempt the offer or sale from the cost and formalities of qualification. While federally the Securities Act of 1933 and Securities Exchange Act of 1934 are separate laws dealing with the issuance and secondary sales of securities, respectively, the California Corporate Securities Law of 1968 regulates offers and sales of securities from both issuers and secondary sellers.

Like federal securities laws and the blue sky securities laws of other states, the California Corporate Securities Law of 1968 is intended to protect the public from fraud and deception in transactions involving securities. The California Corporate Securities Law of 1968 achieves this regulation in part by providing statutory remedies in addition to common law remedies for those damaged in securities transactions which violate the California Corporate Securities Law of 1968.

Securities Law Questions?

Send us an Email or call us at 858.483.9200