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First, the committee notes that smaller public and emerging companies play a significant role in the U. Although the Advisory Committee didn’t elaborate on this flexibility, I note that it is as a result of the higher shareholder thresholds before requiring registration under Section 12(g) of the Exchange Act and the ability to advertise and solicit in Rule 506(c) offering.
The Advisory Committee noted that common exemptions for the sale of securities include Section 4(a)(1) for sales by selling security holders other than an issuer, underwriter or dealer and Section 4(a)(2) for sales by the issuer not involving a public offering.
at railway between Bijlmer Station (off right) and RAI Station (off left). Although an affiliate is presumptively an underwriter, in the event it is clear that they did not purchase with the intent to resell to the public and the purchaser is provided with appropriate information, that presumption can be overcome and a resale can be had under Rule 4(a)(1). Johnson 892 F.2d 1328 (1989) noted that: While the term “Section 4 (1 1/2) exemption” has been used in the secondary literature…the term does not properly refer to an exemption other than Section 4(1).Any analysis of whether a party is an underwriter for purposes of Section 4(1) necessarily entails an inquiry into whether the transaction involves a public offering. Petroleum Management Corp., 545 F.2d 893, 900 (5 Cir. This factor and its relevancy were highlighted in Ackerberg v. The SEC has suggested that if an affiliate shareholder seeks to qualify for a Section 4(a)(1½) exemption to resell securities, the following elements must be satisfied: (i) resale purchasers must be solicited directly by the holder of the stock, not by the issuing entity; (ii) resale purchasers must be limited in number; (iii) resale purchasers must be provided with full disclosure of the type of information found in registration statements or Private Placement Memorandums; (iv) compliance with the purchaser qualification requirements of sophistication and ability to bear risk; and (v) the resale purchaser should make investment representations similar to those originally required by the issuer company and, in particular, that the purchaser is purchasing for investment and not with the intent to engage in a resale or distribution.While the term “Section 4(1 1/2) exemption” adequately expresses this relationship, it is clear the exemption for private resales of restricted securities is Section 4(1). Johnson when the court stated, “We begin by considering whether the securities were acquired by Johnson with a view to their distribution… On March 4, 2015 and again on June 3, 2015, the SEC Advisory Committee on Small and Emerging Companies (the “Advisory Committee”) met and finalized its recommendation to the SEC regarding the use of the Section 4(a)(1½) exemption from registration.