Series 79: Section 4(a)(2)

Section 4(a)(2)

Section 4(a)(2) of the Securities Act (formerly Section 4(2)) exempts “transactions by an issuer not involving any public offering.” Unfortunately, Section 4 does not give any further guidance on what transactions fall within this exemption. The SEC and various courts have interpreted this exemption to apply to offerings made to investors who (1) are sophisticated