sec definition of personshinedown attention attention
voting securities. 4 0 obj endobj “(3) does not exclude any person who was not registered or required to be registered under the Investment Advisers Act of 1940 [15 U.S.C. § 77d(a)(5). However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.
Securities Act of 1933, § 2(a)(4), 15 U.S.C. (5) transactions involving offers or sales by an issuer solely to one or more accredited investors, if the aggregate offering price of an issue of securities offered in reliance on this paragraph does not exceed the amount allowed under section 3(b) (1) of this title, if there is no advertising or public solicitation in connection with the transaction by the issuer or anyone acting on the issuer's behalf, and if the issuer files such notice with the Commission as the Commission shall prescribe. 2 0 obj § 77a et seq. ), passed in the wake of the great Stock Market crash of 1929. SEC Open Meeting May 1, 2013 Background. 1 0 obj § 77B(a)(4). However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise. Securities Act of 1933, Rule 405, 17 C.F.R. Terms used but not defined in Form D that are defined in Rule 405 or Rule 501 under the Securities Act of 1933, 17 C.F.R. endobj This law is essentially a disclosure statute. x��\mo�����~���ER�v� �wSl�k��k��}��J"ԑ|����}g�/"��hEG���p8�yf8����.V�]__���j��o��j���.���z,�U]T�� [|X�ŗ�o��8��,��/o�p�g2�gJ�4�f���훈=�ǟ߾���~���o��r��_�K1a��o��_���4t�ә��>�E1��o���d4�:C�O�G�}�iɮ&���z>?���sLc��Y���]}Ƒ~Z~�����BR��3��d.g����t>��Ǔ�����~9��N��?�����MyD���1������4�i�A��)_h"�fsxv�-��,5�eBR�2�������Z\݉v�9�t��+���-��n�W8� ���R�\ �
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Although the 1933 act applies by its terms to any sale by any person of any security, it contains a number of exemptions. Securities Act of 1933, § 4(a)(5), 15 U.S.C. (i) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or(ii) Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. <>>> (3) Notwithstanding paragraph (h)(1) of this section, offers and sales of securities to persons excluded from the definition of “U.S. More specifically, as used in Form D, the following terms have the meanings explained below:Section 2(a)(4) of the Securities Act of 1933 defines the term "issuer" as follows:The term "issuer" means every person who issues or proposes to issue any security; except that with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued; except that in the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity; except that with respect to equipment-trust certificates or like securities, the term "issuer" means the person by whom the equipment or property is or is to be used; and except that with respect to fractional undivided interests in oil, gas, or other mineral rights, the term "issuer" means the owner of any such right or of any interest in such right (whether whole or fractional) who creates fractional interests therein for the purpose of public offering. Person Under Regulation S .
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