LAW 3102 Lecture Notes - Lecture 10: United States Note
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March 5th
• if you are not making a public offering, you are able to sell stock publicly
• but does this definition of public fall under the exemption
• Exemption: so that you are not offering it to the public
• SEC was arguing the idea that as far as English language is concerned ( yes you can argue it
is not public)
• However, Court adopted idea that Law was about protecting people, possible investors
• trying to protect investors that’s the whole purpose
What could they have tweaked to make this legal (not an issue)
• key employees
• if they actually limited offerings to executives CE’s
• that would not be a public offering, those people would know what is going on
those people who can fend for themselves is not a public offering
• when you are exempt that means you are exempt from the registration process
• however does not mean you are not subject to liabilities
Government Securities
• US Notes/ Bonds
• as well as states and municipalities
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