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refer to state statutes that prescribe the methods by which stocks and other securities may be sold or offered for sale within the state. As with the federal securities laws, these statutes generally prohibit companies and shareholders from selling (or offering to sell) stocks and securities unless the sale is registered with the state's securities commission or fits into one of the exemptions from registration provided by the state's blue sky statute. In most states, these exemptions parallel or complement many of the federal exemptions. Nevertheless, management should be certain, before offering or selling any securities, that the offer and sale will comply with the securities laws of the state in which the company is incorporated and in the states of residence (or formation) of each person to whom the shares are offered or sold. Failure to comply with the requirements of applicable blue sky laws can subject a company and its principals to substantial liability. See: Legend Stock, Private Placements, Reg D, Restricted Securities, Safe Harbors, SEC (Securities and Exchange Commission), 33 Act. |
