Warning

Info

Warning

Info

Warning

Info

LSDefine

Simple English definitions for legal terms

Section 4(a)(7)

Read a random definition: jus cloacae

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

Warning

Info

General

General chat about the legal profession.
main_chatroom
👍 Chat vibe: 0 👎
Help us make LSD better!
Tell us what's important to you
TGM
18:41
(Course marked as Incomplete that’s supposed to be removed)
TGM
18:41
not sure if I should email them to say that, or just hold off on sending it and not give an excuse
18:41
I think I just wouldn’t reach out and if they ask for them then say that
Dkk
18:41
@tgm Yeah sounds good, say that if they ask
18:47
hey yall
18:47
im premed idk why im here
18:48
we’re like cool and sexy and fun I get it
18:48
true i love ur user
18:49
thank you my little crow friend
Dkk
18:50
Med law easy done
medicine is a scam
join the ethically ambiguous legal field instead
Dkk
18:57
I want to meet an attorney that defends clients who run into flat earth problems. I want an attorney that knows and believes in flat earth theory.
19:05
i want a flat earther for president. i want a guy who posts on 4chan for president. i want someone who mogs for president.
Dkk
19:18
Exactly. My version of that awful poem.
Dkk
19:19
I can accept a president with maybe one or two of the poems traits hut good God, all of them??? No ty.
windyMagician
19:20
president who respects sex is crazy
windyMagician
19:20
we had bill clinton already
Dkk
19:21
Bill Clinton, first and last black president
windyMagician
19:23
I want to go running but my leg feels weird
windyMagician
19:23
it doesn't hurt its just tingly
Dkk
19:26
It needs more alcohol. You tingle when your nerves need watering.
19:27
try stretching it maybe to see what's up
windyMagician
19:27
stretches make me think it's just soreness
windyMagician
19:27
I'm sober lol
Dkk
19:38
Anyone else get the google notification that your LSD password has been compromised lol. LSD got hacked.
20:48
what.jpg @Dkk
CynicalOops
21:03
You think you just fell out of a coconut tree?
jackfrost11770
21:10
nope dk
LSD+ is ad-free, with DMs, discounts, case briefs & more.