Unit 9 Case Analysis

Kaplan University
School of Business
LS311: Business and Law I
March 4, 2013

Unit 9 Case Analysis  Discuss the exempt securities pursuant to the Securities and Exchange Act.
 Determine whether or not Langley Brothers would be subject to registration requirements. Although most securities are required to be registered with the SEC, there are a few exceptions that allow for certain securities and transactions to be exempt from the registration process. Government-issued securities, Bank and financial securities, short term notes and drafts, securities of non-profit, educational, and charitable organizations, securities issued by common carriers, any insurance, endowment, or annuity contract issued by a state-regulated insurance company, securities issued in a corporate reorganization, securities issued by stock dividends and stock splits. In addition to these types securities there are some transactions that are also exempt from registration. The transaction exceptions are very broad and can enable an issuer of a security to avoid the expensive and time consuming process of registering, and therefore many sales of securities occur without registration. For example, any issuer that has offered less than five million in securities within a twelve month period is not required to register. Langley Brothers would not be subject to register the offering under Regulation A. They must file a notice of issue and an offering circular, but they do not need to go through the full registration process because they are offering less than 5 million in securities within the specified twelve month time frame.

References
Miller, R., & Jentz, G. (2008). Fundamentals of business law part I. Boston, MA: Cengage