Offering Securities By General Announcement Without Registration


Yesterday, the Securities and Exchange Commission issued this announcement regarding its settlement with two advertising executives who launched a campaign to buy a beer company through a solicitation of investors on Facebook and Twitter without first registering with securities regulators and making the necessary disclosures.

It must be the week for beer offerings because just the day before one of my partners asked me about a general announcement in a newspaper offering membership interests in a limited liability company. According to the announcement, funds would be used for constructing, furnishing and operating a “brewpub” style restaurant. My partner’s question was, of course, whether someone can actually make a general announcement of a securities offering without registration under the Securities Act of 1933 or qualification under the Corporate Securities Law of 1968.

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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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