Yesterday’s post introduced new Section 4(a)(7) of the Securities Act of 1933, as added by the Fixing America’s Surface Transportation Act or the “FAST Act”.  Boiled down to the essentials, this is a secondary trading exemption.  This is made clear by Section 4(d)(7) which is captioned “Issuers Disqualified”:

The transaction is not for the sale of a security where the seller is an issuer or a subsidiary, either directly or indirectly, of the issuer.

At first, I read this as excluding the issuer of the security, but then I noticed that the statute uses the indefinite article – an. Does this mean that no issuer may not rely on Section 4(a)(7)?  Note that Section 2(a)(4) of the Securities Act defines “issuer” (with several exceptions) to mean “every person who issues or proposes to issue any security”.  Does this mean that no issuer may rely on Section 4(a)(7)?  This would exclude virtually all sellers other than individuals because corporations, limited partnerships, limited liability companies will perforce issue, or propose to issue, securities.  I very much doubt Congress intended to constrain the exemption so narrowly, particularly because the statute also excludes a subsidiary of the issuer.  Such a subsidiary would, of course, almost inevitably be an issuer itself.  It is unfortunate that Congress failed to do a better job in picking the right word.

 Is Hanukkah In The Bible?

Happy Hanukkah!  This eight-day holiday began on December 6.  It is often said that Hanukkah is not mentioned in the Bible.  It is true that the Hanukkah story does not appear in the 24 books of the Tanakh, the canon of the Jewish Bible.  However, 1 Maccabees, a book included in the Septuagint, describes the rededication of the Temple in Jerusalem.  The Septuagint is a Greek translation of the Bible prepared in the second and third centuries B.C.E. for use by the Jews living in Egypt. (For more on the Septuagint, see this post). While not considered canonical by orthodox Jews and Protestants, the first book of Maccabees can be found in Catholic and Orthodox Bibles.  Below is the passage from the Septuagint describing the (re)dedication of the Temple with my translation:

καὶ ἐποιησαν τὸν ἐγκαινισμὸν τοῦ θυσιαστηρίου ἡμέρᾳς ὀκτὼ καὶ προσήνεγκαν ὁλοκαυτωματα μετ᾽εὐφροσύνησ καὶ ἒθυσαν θυσίαν σωτηρίου καὶ αἰνέσεωσ.

They made the dedication of the alter in eight days and they brought the burnt offerings with festivities and burned the offering of thanksgiving and praise.

1 Maccabees 4:56. Some may find it ironic that a description of a Jewish holiday can be found in the canon of the Bible adopted by many Christians but not in the canon adopted by Jews