Section 4(2) of the Securities Act of 1933 exempts from the registration requirements of that Act "transactions by an issuer not involving any public offering.” This is the so-called "private offering" provision in the Securities Act. The securities involved in transactions effected pursuant to this exemption are referred to as restricted securities because they cannot be resold to the public without prior registration. They are also sometimes referred to as "investment letter securities" because of the practice frequently followed by the seller in such a transaction, in order to substantiate the claim that the transaction does not involve a public offering, of requiring that the buyer furnish an investment letter representing that the purchase is for investment and not for resale to the general public. The private offering exemption of Section 4(2) of the Securities Act is available only where the offerees do not need the protections afforded by the registration procedure.
The Arkansas Investment Letter for a Private Sale of Securities is a legal document used in the state of Arkansas in the United States to facilitate the private sale of securities between individuals or entities. This letter serves as a written agreement between the issuer of the securities and the prospective investor, outlining important details and terms of the investment. In the state of Arkansas, there are two primary types of Investment Letters utilized for private sales of securities: 1. Individual Investment Letter: This type of Investment Letter is used when an individual is looking to sell securities in a private offering. The Individual Investment Letter outlines the terms of the investment, including the number of securities being sold, the purchase price, any potential restrictions or limitations, and other relevant details. This type of letter is commonly used by individuals who are not affiliated with a specific company or organization. 2. Corporate Investment Letter: This type of Investment Letter is used when a corporation or other entity is offering securities for private sale. The Corporate Investment Letter includes information about the corporation, such as its name, business address, structure, and the purpose of the securities offering. It also includes terms and conditions related to the investment, including the number of securities being sold, the purchase price, any potential restrictions or limitations, and other pertinent details. Both types of Investment Letter for a Private Sale of Securities in Arkansas are designed to ensure that all parties involved in the private sale are aware of the terms and conditions of the investment. These letters serve as a legally binding agreement and provide protection for both the issuer and the investor. It is important to consult with a legal professional knowledgeable in securities law and Arkansas regulations when preparing an Investment Letter, ensuring compliance with all applicable laws and regulations. The content of the Arkansas Investment Letter for a Private Sale of Securities may vary depending on the specific circumstances and requirements of the transaction.
