LAW 3102 Lecture Notes - Lecture 10: United States Note

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5 Mar 2018
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
find more resources at
find more resources at
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