Identifying Integration Issues For Private Offerings
Law360, New York ( July 18, 2013, 1:26 PM EDT) -- Section 4(a)(2) (15 USCS § 77d) (renumbered from Section 4(2) by the Jumpstart Our Business Startups Act) (112 P.L. 106) of the Securities Act of 1933, as amended (the "Securities Act") or the Regulation D exemptions from registration for offers and sales of securities are available for transactions that meet all the conditions of the exemption. The problem is what may appear to be an exempt offering will not be so considered if it is one of a series of related offerings. That is, an issuer may not separate parts of a series of related transactions the sum total of which is really one offering, and claim that any particular part is exempt from registration. Each transaction that is part of an offering must satisfy the conditions....
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