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Still Up from last night, learning SecReg. Noon decision. ITT, assess my grasp

whether I "get it" It'd help if it were interac...
maize medicated bawdyhouse
  02/03/16
what are you deciding at noon
smoky rigpig national security agency
  02/03/16
We've already told you to drop the class. You seem determin...
jade native
  02/03/16
I was convinced to stay up to TRY to learn it. But if I'm co...
maize medicated bawdyhouse
  02/03/16
Company X sells a total of 1,500,000 shares to investors 1, ...
Glassy Codepig
  02/03/16
...
Glassy Codepig
  02/03/16
...
Glassy Codepig
  02/03/16
...
Glassy Codepig
  02/03/16
Sorry, didn't see this. Was absorbed in scholarship and the ...
maize medicated bawdyhouse
  02/03/16
Seems like a solid answer, dude. You even got the increased ...
Glassy Codepig
  02/03/16
Heh, thanks. I was *supposed* to have read about R506 & ...
maize medicated bawdyhouse
  02/03/16
11th hour bump (literally)
maize medicated bawdyhouse
  02/03/16
I'm not a securities masterman, unfortunately. Bump for you....
Glassy Codepig
  02/03/16


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Date: February 3rd, 2016 7:25 AM
Author: maize medicated bawdyhouse

whether I "get it"

It'd help if it were interactive, since this is, you know, time sensitive

http://tinychat.com/ralstonpurina

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742458)



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Date: February 3rd, 2016 7:29 AM
Author: smoky rigpig national security agency

what are you deciding at noon

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742470)



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Date: February 3rd, 2016 7:38 AM
Author: jade native

We've already told you to drop the class. You seem determined to convince yourself to take it. So just slide and let do

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742486)



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Date: February 3rd, 2016 8:48 AM
Author: maize medicated bawdyhouse

I was convinced to stay up to TRY to learn it. But if I'm completely lost, then I'd take your advice and drop it. That was always an option; otherwise, I would've taken your advice and gone to sleep hours ago.

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742743)



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Date: February 3rd, 2016 7:41 AM
Author: Glassy Codepig

Company X sells a total of 1,500,000 shares to investors 1, 2, and 3 at $1 per share via a private offering under reg d. The investors 1 and 2 are accredited investors. Investor 3 is not accredited but is sophisticated. The offering documents include a 3 page business plan summary and and an audited financial statement. The company makes itself available for any questions from the investors.

What rule under reg d is best for them? Any problems?

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742495)



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Date: February 3rd, 2016 8:00 AM
Author: Glassy Codepig



(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742532)



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Date: February 3rd, 2016 8:11 AM
Author: Glassy Codepig



(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742569)



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Date: February 3rd, 2016 8:33 AM
Author: Glassy Codepig



(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742683)



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Date: February 3rd, 2016 8:46 AM
Author: maize medicated bawdyhouse

Sorry, didn't see this. Was absorbed in scholarship and the bort was flooded w/ PoliSci poasts. Didn't think someone on XO would actually come through. Ty for bumping, and please ask another!

1. R505 doesn't really care about sophisticated but not accredited, and at first blush this TransX would seem to qualify because it's under the $5m cap and <35 buyers (only 3).

2. But wrt Investor3, even if he's not accredited, he can come under R506 if Company X reasonably believes that he's well-versed enough in business/financial matters to adequately assess the merits and risks of the offering, sorta like the bros in Ralston Purina.

So, even if he's not R501-accredited (e.g., net worth too low), he doesn't destroy Company X's ability to use R506.

Although R505 appears to better suit Company X because it doesn't inquire into whether Company X reasonably believes Investor 3 is a knowledgeable finance alpha, R506 is actually more flexible because it leaves open the possibility that Company X may use R506 to privately place more shares; with R505, it may run into the $5m cap over 12months via aggregation.

Moreover, R506d appears to grant the SEC less discretion in DQing Company X as a private offeror under R262, because R506d provides that Company X would be DQ'd only upon final judgment; R505 apparently lacks an analogous provision.

Regardless of whether R505 or R506 is chosen, Company X may run into R502b disclosure problems: Although Investor 3's presence does not negate Company X's abilitity to use RegD, the fact that he's not R501-accredited means that Company X will have to comply with R502b's affirmative disclosure requirements.

The offering documents as currently drafted may suffice, or not. The mere fact that Company X stands ready to answer any questions would not satisfy its R502b disclosure duties if, in an analogous context, standing ready to answer questions cannot obviate a broker/issuer/investment advisor's disclosure duties.

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742734)



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Date: February 3rd, 2016 8:55 AM
Author: Glassy Codepig

Seems like a solid answer, dude. You even got the increased disclosure due to non accredited investor thing. I assume that's r502.

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742773)



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Date: February 3rd, 2016 9:12 AM
Author: maize medicated bawdyhouse

Heh, thanks. I was *supposed* to have read about R506 & R144 in another class, but I truly knew nothing about SecRegs until ~18hrs ago.

In that time, I've run into Sec3, Sec4a2, Sec5b1, Sec5b2, Sec10a, Sec10b, R405, and R433 for Free Writing Prospectuses enough times that I've more or less internalized them already.

It doesn't take a genius to know what R506 says (altho it may take a bit more to know its interplay w/ R501 & R502).

Can you ask another, something that's not hard-wired into SEC Regs? Maybe something that "required" the courts' "assistance." Like some doctrine that emerged through caselaw (like Ralston Purina but more obscure).

Then I'm gonna look over a practice exam and either poast my outlined answer later today or pepper angus.

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29742815)



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Date: February 3rd, 2016 10:32 AM
Author: maize medicated bawdyhouse

11th hour bump (literally)

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29743295)



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Date: February 3rd, 2016 11:06 AM
Author: Glassy Codepig

I'm not a securities masterman, unfortunately. Bump for you.

(http://www.autoadmit.com/thread.php?thread_id=3117039&forum_id=2#29743461)