Just can't bear to admit you were wrong, eh. Another attempted misdirection:
By the way you forgot to mention this regarding the "link" upon which your, er, legal opinion is based:
sec.gov
"The Securities and Exchange Commission disclaims responsibility for any private publication or statement of any of its employees. This outline was prepared by members of the staff of the Division of Corporation Finance, and does not necessarily reflect the views of the Commission, the Commissioners, or other members of the staff."
Suffice to say you just might be right. Although the SEC is disclaiming what you base your opinion on.
I finally got you to find the final Rule. I ask again: Did you read it?
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 230
[Release No. 33-7644; S7-14-98]
RIN: 3235-AH35
Revision of Rule 504 of Regulation D, the "Seed Capital" Exemption
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
SUMMARY: The Securities and Exchange Commission ("we" or "Commission") is adopting amendments to Rule 504 of Regulation D, which provides an exemption from Securities Act registration for securities offerings of non-reporting companies that do not exceed an aggregate annual amount of $1 million. Recent fraudulent secondary transactions in the over-the-counter markets of "microcap" companies have involved freely tradable securities issued in Rule 504 offerings. To curb these abuses, we are modifying Rule 504 to limit the circumstances where general solicitation is permitted and "freely tradable" securities may be issued in reliance on the rule to transactions (1) registered under state law requiring public filing and delivery of a disclosure document to investors before sale, or (2) exempted under state law permitting general solicitation and advertising so long as sales are made only to accredited investors. Since most transactions under Rule 504 are private ones, they will continue to be permissible under the exemption, but general solicitation and advertising will not be permitted and the securities will be "restricted."
....
I. EXECUTIVE SUMMARY AND BACKGROUND
Congress has passed significant legislation to aid small businesses in raising capital in the private and public securities markets over the years. The Small Business Investment Incentive Act of 1980, for example, was designed to reduce the regulatory restraints on small business capital formation.[1] In response to that Act, in 1982, we adopted Regulation D[2] under the Securities Act of 1933 ("Securities Act").[3] Regulation D is an exemption from Securities Act registration that was designed to:
* simplify existing rules and regulations;
* eliminate any unnecessary restrictions that those rules and
regulations placed on issuers, particularly small businesses;
and
achieve uniformity between state and federal exemptions in order to facilitate capital formation consistent with the protection of investors.[4]
Regulation D provides exemptions from Securities Act registration for securities offerings under three separate rules: Rules 504, 505 and 506.[5] Rule 504 is the limited offering exemption designed to aid small businesses raising "seed capital." Currently, Rule 504 permits a non-reporting issuer[6] to offer and sell securities to an unlimited number of persons without regard to their sophistication or experience and without delivery of any specified information in a public offering.[7] General solicitation and general advertising are permitted for all Rule 504 offerings. The aggregate offering price of this exemption is limited to $1 million in any 12-month period; and certain other offerings must be aggregated with the Rule 504 offering in determining the available sales amount.[8] Securities sold under this exemption may be resold freely by non- affiliates of the issuer[9] who are not otherwise acting as an underwriter.[10]...
sec.gov
As for:
...My arguments for my position stand on their own merits....
They surely do that.
Game...Set...Match.
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