If your company makes a stock offer, we can help you do so in accordance with complex laws on the offering of private securities. In a perfect world, selling shares would be a quick and simple transaction: an investor would give a cheque to the company, the company would give a share certificate to the investor, and the proceeds of the sale would be used to develop the business. Unfortunately, the sale of securities, even for share sales of less than $1,000,000, must comply with the complex federal and regional laws governing private offerings of securities. Prior to the passage of the Federal Securities Act of 1933, the sale of securities was exclusively regulated by the states. In 1911, Kansas became the first state to pass a law regulating securities issuance. Until 1913, Missouri and 22 other states had passed laws similar to Those of Kansas. Today, all 50 states have similar but not identical securities laws, known as “Blue Sky Laws.” (The unusual name “Blue Sky Law” dates back to 1910 by the Kansas State Banking Commissioner, who called for legislation to protect investors from fraudulent securities that were supported only by a “blue sky.”) Before facing a proposed offer, ask an experienced lawyer to verify the information about your company and the proposed group of potential investors. After reviewing the general information on the offer, the lawyer usually establishes a legal memorandum, a private placement memorandum and a subscription contract. Legal memorandum. A legal memorandum is made available to the company`s board of directors, in which (i) the exemption is made for private private offers arguing on the private public authority that is invoked for residents of all states where you offer the securities, and (iii) the types of notices and fees that must be made available to the Securities and Exchange Commission and all other public regulators of the securities applicable securities, describe.