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CALIFORNIA CORPORATE & SECURITIES LAW

The NSMIA Didn’t Lay A Preemptive Finger On These Transactions

Last week, I was in Washington D.C. where I served as the moderator of a panel discussion on current securities law issues for small business.  As part of my presentation, I discussed the following list of securities transactions that have not been preempted by the National Securities Markets Improvement Act of 1996 (aka the NSMIA):

  • Offers and sales made pursuant to Rule 504;
  • Offers and sales made pursuant to Rule 505;
  • Offers and sales made pursuant to Section 4(2) but not Rule 506;
  • Offers and sales made pursuant to Rule 701;
  • Re-offers and re-sales by non-reporting issuers pursuant to Rule 144A;
  • Offers and sales made in reliance on Regulation S;
  • Re-offers and re-sales of securities of issuers that do not file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934; and
  • Securities exempt pursuant to Section 3(a)(10) of the Securities Act.
Undoubtedly, there are others. If you think of any, let me know.
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