The NSMIA Didn’t Lay A Preemptive Finger On These Transactions


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.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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