Monday, August 01, 2011

Missouri Advisory Release Reminds Issuers of Conditions for Claiming Private Offering Exemption

Issuers intending to claim an exemption for a private offering in Missouri are reminded by the Secretary of State via the latest advisory release that to truly be "private" the offering must: (1) be made to a limited number of persons (no more than 25 close colleagues, friends or family members in Missouri) ; and (2) not be publicly advertised or solicited, even inadvertently, say, by announcing it in a local newspaper after privately effecting it. Upon publicizing the offering, it is treated as an "offer" subject to federal and state securities requirements that, without compliance, will subject the issuer to Missouri administrative/civil action, as well as to private right of action suits by the investors.