Warning

Info

LSDefine

Simple English definitions for legal terms

Section 4(a)(7)

Read a random definition: Internet payment

A quick definition of Section 4(a)(7):

Section 4(a)(7) is a rule that allows people who have bought a special kind of investment called a "security" to sell it to someone else in a private sale. The new buyer has to be a special kind of rich person called an "accredited investor." The seller can't advertise the investment to find a buyer, and they have to wait at least 90 days before selling it. The investment can't be part of a big group of investments that a company is trying to sell all at once, and the company that made the investment can't be in trouble. This rule helps people who have invested in something to sell it later if they need to, without breaking any laws.

A more thorough explanation:

Section 4(a)(7) is a part of the Securities Act that allows individuals to resell securities that were issued in a private placement, but with restrictions on resale. This section is also known as Section 4(1 ½).

Under Section 4(a)(7), an individual who is not the issuer of the security can privately resell the security if certain conditions are met:

  • The purchasers must be accredited investors as defined by Regulation D.
  • The seller cannot generally solicit the securities.
  • If the initial issuer of the security is a non-reporting issuer, then the seller and prospective purchaser must have access to basic information on the issuer.
  • The seller cannot be a "bad actor" under Rule 506(d)(1) under Regulation D.
  • The initial issuer of the security cannot be in bankruptcy, a blank check company, or a shell company.
  • The securities cannot be part of an unsold allotment to an underwriter.
  • The securities must have been outstanding for at least 90 days prior to their resale.

For example, let's say that John purchased shares in a private placement of a startup company. The shares are subject to a restriction on resale, meaning that John cannot sell them to just anyone. However, John can resell the shares to an accredited investor who meets the conditions outlined in Section 4(a)(7).

Another example would be if a venture capital firm invested in a startup and received restricted shares. The firm could later resell those shares to another accredited investor who meets the conditions of Section 4(a)(7).

Section 4(1 ½) | Section 5

General

General chat about the legal profession.
main_chatroom
👍 Chat vibe: 0 👎
Help us make LSD better!
Tell us what's important to you
Personal stuff with my ex :/. I wanted to vent to strangers on the internet lol
How’s Cornell? 4th week this week?
that sucks :(
yeah were just ending the 4th week
lots of work, but manageable
It does. Really bad, I think my boss new I was crying in my car lolllll
sorry that sucks
That’s good! You got a good routine going?
It’s ok, we ball
we ball
Yesirrrr
yeah, try to get most of the readings done on the weekends so the weeks arent as bad
hurting for free time though
Quillinit
11:52
wasp i just looked at your cycle and did you like pee in the shoes of admissions officers?
the retroactive withdrawls really hurt me
made them question my ability to stick through law school
withdrawals in undergrad?
yeah 2 years of classes
Quillinit
11:57
ah you filed retro W's from classes in UG?
Quillinit
11:58
ah okay, sorry homie that's rough
it's fine i got into one of my top choices so im really happy
Quillinit
11:58
<3 happy for you
getting into cornell is hugeee
ayyyyy
Quillinit
11:59
^^^^^ would love to get into Cornell lmao
Quillinit
11:59
or anywhere!
you got it, believeeee
LSD+ is ad-free, with DMs, discounts, case briefs & more.