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Tina,in-House Counsel for a Start-Up Company,is Asked What the Company

Question 59

Multiple Choice

Tina,in-house counsel for a start-up company,is asked what the company must do if it plans to offer securities for sale only outside the U.S. What advice should she give in relation to the application of section 5 registration requirements?

A) That so long as the company is incorporated in the U.S., all aspects of section 5 apply, and that any offer or sale outside the U.S. is subject to the federal registration requirements.
B) That offers or sales outside the U.S. are not subject to federal registration requirements so long as only accredited investors are involved but that, otherwise, any offer or sale is subject to the federal registration requirements.
C) That offers or sales outside the U.S. are not subject to federal registration requirements so long as only accredited investors are involved and no more than $5 million in sales are made but that, otherwise, any offer or sale is subject to the federal registration requirements.
D) That offers and sales outside the U.S. are not subject to section 5 registration requirements.

Correct Answer: