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The nonprofit Private University in this scenario would be exempt from registration under the Securities Exchange Act of 1933. The reason that they would be exempt is because they are a nonprofit educational organization. In addition, Under Regulation A “Any nonpublic issuer may sell up to $5 million of securities in a one-year period with no limit on the number of purchasers and no purchaser sophistication requirement. The offering circular is considered the disclosure document for such a filing and must be filed with the SEC, but registration of the offering itself is not required” (Seaquist, 2012, section 31.1). Based on these exemption requirements and this regulation it is my understanding that there is no need to register this offering with the SEC under the Securities Act of 1933.

If the Private University was a for profit organization doing business in all 50 states, then this would change my answer because the above-mentioned criteria would not be met right off the bat. The organization is no longer a nonprofit educational organization. Although this for profit does not automatically meet the requirement of an exemption, they could still potentially be exempt depending on how much of their business if done in the other states. If they do business in all 50 state, but 80% of their business is still in California, then they may meet the requirement under Rule 147 “securities offered for sale solely in one state by a company that does at least 80% of its business in the state are also exempt from filing” (Seaquist, 2012, section31.1). They would, however, have limitation on resale to only California resident for nine months after the initial sale.

If the for-profit Private University does their business in all 50 states, and more than 80% of the business is not in California then I believe that they do not meet the requirements of the exemptions and would have to register with the Securities and Exchange Commission. “The paperwork that is filed must meet the precise requirements of the law, whose purpose is to protect the public by requiring that companies file detailed information about their companies” (Seaquist, 2012, section31.1).

References
Seaquist, G. (2012). Business law for managers [Electronic version]. Retrieved from https://content.ashford.edu/

Respond to…

Seaquist states that “The Securities Act of 1933 applies only to initial public offerings (IPOs). Issuance refers to listing the stock on a public stock exchange, such as the New York Stock Exchange, thereby making the stock available for purchase by anyone”(Seaquist 2012). The school is offering especially certificates, like coupons, that can only be redeemed at their facility, due to this fact, they would not have to register with the SEC, due to the certificates not being sold on a public stock exchange, and they can only be used for profit of the facility.  When the shares are sold to someone else, they would not need to be registered to the SEC either because the Security Act of 1933 explains that this law only applies to initial public offerings and not secondary sales. Rule 147, mentions that resale is restricted to the state, (Seaquist, 2012). The certificates can be redeemed for college credits because the original purchaser can resell without restriction, they are exempt.

If “Shares in learning” are issued by private colleges, a proprietary for-profit institution that does business in all 50 states, the conditions would be different.  The institution for-profit will not be exempt from registering due to doing business in all 50 states, and for it to be except, the securities would have to be sold in only one state.  Private College does not qualify for the “nonprofit educational organization” (Seaquist, 2012). Since the shares are only good for college credit, there is no expectation of a profit for the purchaser.

Reference

Seaquist, G. (2012). Business law for managers [Electronic version]. Retrieved from https://content.ashford.edu/

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