Sale of Securities can not qualify for private placement exemption because the rule requires the sale should be made to limited investors only that too sophisticated, that they should know about the risks under such placement. But here the investors are accredited, moreover Internet has not complied with SEC regulations regarding proper disclosure of financial statements. They have not choosen proper reporting methods as mandated by GAAP. The sale is to be treated as 30 different sales if all the limited partnerships are registered but as they are not registered and they are nothing but Special purpose vehicles si the sale should be considered as single sale of 420 Securities.
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