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Simple English definitions for legal terms
Section 4(1 ½)
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A quick definition of Section 4(1 ½):
Section 4(1 ½) is a way for people to sell securities that they bought in a private sale without having to register them. This means they can sell them privately without going through a lot of paperwork. It's not an official part of the law, but it's based on two other parts of the law called Section 4(a)(1) and Section 4(a)(2). Section 4(a)(2) lets companies sell securities in a private sale without registering them, but people who buy those securities can't usually sell them without registering them. Section 4(a)(1) lets people who bought securities in a private sale sell them privately without registering them, as long as they're not trying to sell a lot of them all at once. This is called being an "underwriter." So, if someone bought securities in a private sale and wants to sell them privately, they can use Section 4(1 ½) as long as they follow the rules of Section 4(a)(1) and Section 4(a)(2).
A more thorough explanation:
Section 4(1 ½) is a way for people to sell securities that were originally sold in a private placement. Private placement means that the securities were sold to a small group of people without having to register with the government. Section 4(1 ½) allows the people who bought these securities to sell them to other people without having to register with the government.
There are two parts to Section 4(1 ½): Section 4(a)(1) and Section 4(a)(2). Section 4(a)(2) allows companies to sell securities in a private placement without having to register with the government. Section 4(a)(1) allows people who bought these securities to sell them to other people without having to register with the government.
For example, let's say a company sells some stock to a group of investors in a private placement. One of the investors wants to sell their stock to someone else. They can do this under Section 4(1 ½) as long as they follow certain rules. They can only sell the stock to someone who is also an investor in the private placement, and they can't advertise the sale to the public.
Section 4(1 ½) is helpful because it allows people to sell their securities without having to go through the expensive and time-consuming process of registering with the government. However, it's important to follow the rules carefully to avoid breaking the law.