w:Supreme Court of the United States, Securities and Exchange Commission v…
“ Such an offering, though not open to everyone who may choose to apply, is none the less 'public' in character, for the means used to select the particular individuals to whom the offering is to be made bear no sensible relation to the purposes for which the selection is made. ”
w:Supreme Court of the United States, Securities and Exchange Commission v…
“ An offering to those who are shown to be able to fend for themselves is a transaction 'not involving any public offering.'The Commission would have us go one step further and hold that 'an offering to a substantial number of the public' is not exempt under § 4 (1) . We are advised that 'whatever the special circumstances, the Commission has consistently interpreted the exemption as being inapplicable when a large number of offerees is involved.' But the statute would seem to apply to a 'public offering' whether to few or many. ”
w:Supreme Court of the United States, Securities and Exchange Commission v…
“ The Court of Appeals treated the case as involving 'an offering, without solicitation, of common stock to a selected group of key employees of the issuer, most of whom are already stockholders when the offering is made, with the sole purpose of enabling them to secure a proprietary interest in the company or to increase the interest already held by them.' [9] Exemption from the registration requirements of the Securities Act is the question. The design of the statute is to protect investors by promoting full disclosure of information thought necessary to informed investment decisions. ”
