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Department of Corporations 1REGULATORY AGENCY ACTION tion with the organization of First securities sold in California. "Securities" Property Brokers Law, Health Care Ser- Interstate Central Bank and the pur- are defined quite broadly, and may vice Plan Law, Escrow Law, Check chase and assumption transaction: an include business opportunities in Sellers and Cashiers Law, Securities application by First Interstate Bancorp addition to the traditional stocks and Depositor Law, California Finance for authority to organize the bank with bonds. Many securities may be "quali- Lenders Law and Security Owners Pro- capital of $4 million was filed and fied" through compliance with the tection Law. approved; a certificate of authorization Federal Securities Acts of 1933, 1934 A Consumer Lenders Advising Com- permitting the bank to transact commer- and 1940. If the securities are not under mittee advises the commissioner on cial banking at the location of the head federal qualification, the commissioner policy matters affecting regulation of office of First National Bank was issued; must issue a "permit" for their sale consumer lending companies licensed by and First Interstate Central Bank's in California. the Department of Corporations. The purchase of part of the business of First The commissioner may issue a "stop committee is composed of leading execu- National Bank under the purchase and order" regarding sales or revoke or tives, attorneys and accountants in con- assumption transaction was approved. suspend permits if in the "public inter- sumer finance. All depositors of First National Bank est" or if the plan of business underlying became depositors of First Interstate the securities is not "fair, just or MAJOR PROJECTS: Central Bank, and there was an orderly equitable." Proposed Exemption. On March 10, transition of banking services without The commissioner may refuse to grant 1986, Commissioner Tom published a financial loss or delay to the public. a permit unless the securities are prop- notice of proposed changes concerning Counterfeiting. The superintendent erly and 'publicly offered under the the adoption of section 260.105.37 of warned all bankers that counterfeit cash- federal securities statutes. A suspension Title 10 of the California Administra- ier's checks drawn on Imperial Bank are or stop order gives rise to Administrative tive Code. being used to obtain property by fraud- Procedure Act notice and hearing rights. Section 260.105.37 was proposed to ulent means. The perpetrator of the The commissioner may require that exempt transactions in certain securities scheme answers newspaper ads for expen- records be kept by all securities issuers, included in the NASO's National sive cars and visits the seller to inspect may inspect those records, and may Market System from the registration the car and set the price. He then returns require that a prospectus or proxy requirements of the law. A significant with the counterfeit check, usually after statement be given to each potential feature of the proposed exemption re- the close of business. The checks, buyer unless the seller is proceeding quired that the outstanding voting secur- numbered 090589, are green with a under federal law. ities of an issuer eligible for the basket weave background. The protec- The commissioner also licenses agents, exemption meet specified voting rights tographed amount does not say "Imperi- broker-dealers and investment advisors. standards. As indicated in the Initial al Bank." There are outstanding Those brokers and advisors without a Statement of Reasons, the proposal warrants. For further information, place of business in the state and oper- arose as a result of a request for regula- please call Imperial Bank at (213) ating under federal law are exempt. tory parity between National Market 417-5747. Deception, fraud or violation of any System securities and securities listed LEGISLATION: regulation of the commissioner is cause on the American Stock Exchange and AB 2 (Reyes) calls for a ceiling on for license suspension of up to one year the New York Stock Exchange. The credit card interest rates on all credit or revocation. voting rights standards rights of the pro- cards issued by California banks. If The commissioner also has the author- posed exemption were patterned after enacted, the ceiling will be five points ity to suspend trading in any securities the voting rights rules of the New York above the current six-month treasury bill by summary proceeding and to require and American Stock Exchanges. Subse- rate. securities distributors or underwriters to quent to the public notice of the file AB 4 (Brown) will allow out-of-state all advertising for sale of securities proposed exemption, however, the New with the banks to acquire any California bank Department before publication. York Stock Exchange announced an The with assets of $50 billion or more. commissioner has particularly important amendment to its voting broad civil investigative discovery pow- rights standards. ers; he/she can compel the deposition of In view of this substantial change, the witnesses and require production of commissioner solicited additional com- documents. Witnesses so compelled may ments on the concept of the voting rights DEPARTMENT OF be granted automatic immunity from standards included in proposed rule CORPORATIONS criminal prosecution. 260.105.37. The comment period ended Commissioner: Franklin Tom The commissioner can also issue on November 28, 1986. Presently, sec- (916) 445-7205 "desist and refrain" orders to halt unli- tion 260.105.37 is undergoing in-house (213) 736-2741 censed activity or the improper sale of drafting by the Department. securities. A willful violation of the Proposed Changes to California The Department of Corporations is a securities law is a felony, as is securities Credit Union Law Regulations. A public part of the cabinet-level Business and fraud. These criminal violations are hearing was held by Commissioner Tom Transportation Agency. A Commis- referred by the Department to local dis- on the proposed amendments to section sioner of Corporations, appointed by the trict attorneys for prosecution. 922, regarding investments, as well as Governor, oversees the Department. The commissioner also enforces a proposed new section 932, regarding The Department administers several group of more specific statutes involving investments in fixed assets and service major statutes. The most important is similar kinds of powers: Franchise corporations, under the California the Corporate Securities Act of 1968, Investment Statute, Credit Union Credit Union Law (Financial Code sec- which requires the "qualification" of all Statute. Industrial Loan Law, Personal tion 14000 et seq.) (see CRLR Vol. 6, The California Regulatory Law Reporter Vol. 7, No. 1 (Winter 1987) REGULATORY AGENCY ACTION 61 No. 4 (Fall 1986) p. 60 for background should be limited to the projected resid- Perez and has yet to be returned. The information). The hearings were held in ual value of a motor vehicle at the time commissioner cautioned investors to be Los Angeles on October 1 and in Sacra- the loan or obligation is made (the wary of making investments with un- mento on October 2, 1986. Presently, the amendment to subsection (b) of section known promoters based upon newspaper amendments to the proposed sections 1162). By tying the balloon payment to advertisements. are pending in-house review at the the projected residual value, it is believed On September 16, Vesper Corporation Department of Corporations. that the value of the security for the loan was ordered to cease its offer and sale of ProposedChanges to the Escrow Law. or obligation (i.e., the motor vehicle) will unqualified securities in the form of Commissioner Tom has given notice to approximate the sale price of the motor promissory notes and limited partner- amend section 1714.1 of Subchapter 9, vehicle should the borrower ship interests. Vesper Corporation does Chapter 3, Title 10 of the California default. Therefore, upon sale, an indus- business under the name Clergy Tax and Administrative Code. Presently, section trial loan company should not incur a Financial Services. A large number of 1714.1 provides that an accountant will loss on the transaction. investors with the company were cler- not be considered independent if he/she A consistent calculation of projected gymen. Typically, investors would come performs bookkeeping services for the residual values is essential to the opera- to the company for tax preparation escrow agent. This rule does not state a tion of section 18206 as applied to bal- assistance, and were then solicited to positive standard by which an account- loon payment loans or obligations invest in the company or in offerings in ant who prepares the audited financial secured by motor vehicles. The Special which it had a financial interest. The statement required to be submitted as Administrator has recommended the use company is currently delinquent in its part of an escrow agent application may of the Kelley Blue Book Residual Value payments to investors, and further inves- be determined to be independent from Guide in determining the projected tigation is being conducted. California the escrow agent. Accordingly, section residual value of a motor vehicle based residents were cautioned to be wary of 1714.1 is proposed to be amended to on its longstanding acceptance and use investment solicitations by tax preparers provide a reference to the regulations of by other financial institutions. and financial planners, some of whom the California State Board of Accoun- The proposed amendments to Section are not registered with the state as tancy for determining independence. 1162 have been submitted for approval investment advisors. The proposal was submitted to the to the Office of Administrative Law. On September 16, Dynamic Energy- Office of Administrative Law (OAL). If Proposed Changes to the Franchise Access Products, Inc. and its president, approved by OAL, it will become effec- Investment Law. Section 310.100, Edward Vezirian, were ordered to stop tive in early March 1987.
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