Law Blog Tag: registration exemptions

Section 4(6) Registration Exemption for Accredited Investors

January 28, 2010 in Securities Attorneys

Section 4(6) provides a registration exemption for offerings to accredited
investors, if the aggregate offering amounts up to the dollar limit of
Section 3(b) (currently $5,000,000), if there is no advertising or public
solicitation in connection with the transaction by the Issuer or anyone
acting on the Issuer’s behalf.

Rule 701 – Exemption for Offers and Sales to Employees of Non-Reporting Entities

January 01, 2010 in SEC Guidance

While the issuance of small numbers of shares as prizes or awards to employees may be made without Securities Act Registration, if such awards are tied to the achievement of specific goals (eg. sales goals) by individual employees, an offer or sale requiring registration may be involved. When tied to the achievement of specific goals, the share awards may constitute compensation for services performed or to be performed by the employees that would amount to a disposition of the shares for value and a “sale” of the shares to employees requiring either registration or an exemption from registration under the Securities Act of 1933.