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The National Securities Markets Improvement Act (NSMIA) Didn't Lay A Preemptive Finger On These Transactions

The National Securities Markets Improvement Act (NSMIA) Didn't Lay A Preemptive Finger On These Transactions
Sunday, April 28, 2013

Last week, I was in Washington D.C. where I served as the moderator of a panel discussion on current securities law issues for small business.  As part of my presentation, I discussed the following list of securities transactions that have not been preempted by the National Securities Markets Improvement Act of 1996 (aka the NSMIA):

  • Offers and sales made pursuant to Rule 504;

  • Offers and sales made pursuant to Rule 505;

  • Offers and sales made pursuant to Section 4(2) but not Rule 506;

  • Offers and sales made pursuant to Rule 701;

  • Re-offers and re-sales by non-reporting issuers pursuant to Rule 144A;

  • Offers and sales made in reliance on Regulation S;

  • Re-offers and re-sales of securities of issuers that do not file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934; and

  • Securities exempt pursuant to Section 3(a)(10) of the Securities Act.

Undoubtedly, there are others. If you think of any, let me know.

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