Many securities lawyers are familiar with the SEC staff’s position in the IPONET no-action letter (July 26, 1996). That letter is frequently referred to in discussions on how to conduct a private placement on the Internet without violating the prohibition on general solicitation or general advertising found in Rule 502(c).

What may be less well known is the fact that IPONET also obtained an Interpretive Opinion 96/2C from me as the Commissioner of Corporations. Of course, the California opinion did not address Rule 502(c). Rather, it concerned the relatively new exemption in California Corporations Code Section 25102(n). As discussed in yesterday’s post, that statute exempts, subject to specified conditions, a limited general announcement in an offering to “qualified investors”.