By far the most common exemption relied upon to avoid registration under the Securities Act is the private placement exemption. Under Section 4(2) of the Securities Act, the obligation to register the offer and sale of securities does not apply to transactions by an issuer not involving a public offering. This simple concept—the private placement—has mushroomed into an entire body of law unto itself. Case after case has made its way through courts as a result of uncertainty with respect to what is meant by “not involving a public offering.” These cases created so many pitfalls with respect to the private placement concept that the SEC.
