Вы находитесь на странице: 1из 5

4/27/2013 9:33:00 AM 504,506 are 3 exemptions *Dont forget this Highly unlikely that 506 is unactionable under 12(a)(2)

2) 505: private in practice because of ban on general solicitation and other limitations o Same argument can be made of section 504; does it have the characteristics of a private offering, not just the general exemptability Question 14: If the issuer reasonably believed no more than 35 purchasers; there has been no mistake Has there really been a violation even if there is a purchser that shouldnt be involved o If no; then you have unforgiveable mistake o If yes; you have no mistake In NEITHER case do you resort to 508 508 analysis: good faith and etc; this becomes analysis you engage in only with respect to insignificant deviations

Reg D:

For what other purpose do we need to consider sales outside the window besides for reg d qualifications o Integration safe harbor is one sided; you can have a situation with offering a and offering b, you may want to evaluate the rights of the purchasers in offering a (rescind under 12(a)(1)) and the rights of b under 12(a)(1); to determine if they were sold in an exempt offering or not integration may become relevant Only speak to rights of investors in offering a Not b, you need to go through own analysis there Work through hypo we did in class again

Does 311 apply to control people nad other insiders, who needs to be resident of state of incorporation

Isnt limited to issuers; but it can apply to control people and anyone who feels like they cant rely safely on 4(1) exempt to exempt resale trxn o Avail to exempt resale trxn if necessary; mostly control people (insiders become relevant and will face special burdens for relying on 4(1), like underwriter and etc) 904 Reg S The company needs to be resident of the state of incorporation

Question 17: Uwr can be any person with a view towards distribution, or anyone who directly/indirectly participates for an issuer (best efforts uwr) Purchases in a trxn but doesnt purchase with view towards distribution, will they fall under second definition o It wont be a result that we would see o If youre actually purchasing and engaging in a resale; the first category; if you are for an issuer and can establish investment intent, category two wouldnt be met, you werent doing anything FOR the issuer)

Question 18: Chinese consolidated o Why could it not be considered an uwr because they fit within view towards Was it the forwarding and not purchasing and distribution (which would make them like Gilligan) First category is really abt the person who would be labeled uwr has purchased with view towards distribution (pass of title resale) it just doesnt fit the CCBA (THE SECOND DEFINITION FITS IT THOUGH; they didnt purchase, so they didnt purchase with a view towards ) o Chinese govts involvement as an issuer that cause the trxn not to fit in 4(1)

Ask them that in questionares they need to be careful; to make sure that purchasers wont resell them to blow the exemption problem: issuer, and uwr; so it is consistent with CCBA o Limits to this analysis Predates Pinter (issue) Enjoin the org from doing what it was doing But post pinter; it is limited because it suggests that if you're helping an issuer, even for no self interest, there is a problem Pinter: you are subject to liability under 12(a)(1) only if you solicit with the intention to benefit issuer or yourself financially For value; limits reach of 5 o Since 4(1) is blown, can they sue under 12(a)(1) for china or ccba Crowd Funding: Legis is necessary because of 5, why? o Before crowd funding would involve just giving away physical items (definition of security, to avoid selling as security) Be able to explain basic idea o No rules promulgated yet

4/27/2013 9:33:00 AM

4/27/2013 9:33:00 AM

Вам также может понравиться