I need 2 responses to each student discussion board post. Please keep separate and in order. APA format Please keep in order and 150 min towards each student response. Turnitin is being used to check...

Julie Arney

From the description above, it is hard to tell if these "shares in learning" will truly be securities or simply gift certificates for future courses. If we assume that they are securities that would pass the Howey test, then they would not have to register. This is based on the list of exemptions listed in the Securities Act of 1933 (Seaquist, XXXXXXXXXXPrivate University is a nonprofit educational institution, and there fore does not have to register.

If Private University were a proprietary for-profit institution doing business in all 50 states, they would still qualify for the exemption under Rule 505 of Regulation D. This regulation states "any issuer may sell up to $5 million of securities in a 12-month period to fewer than 35 non-accredited investors and to an unlimited number of accredited investors. However, general advertising of the issue is not permitted" (Seaquist, 2012, Chapter XXXXXXXXXXRule 505 also stipulates and securities must generally be held for 1 year before being resold.

Seaquist, G. (2012).Business law for managers[Electronic version]. Retrieved fromhttps://content.ashford.edu/

Nathan Patten

When looking at the new initiative by Private University, the “shares in learning” would not need to be registered with the Securities and Exchange Commission under the Securities Act of 1933. Seaquist XXXXXXXXXXpoints out that the Securities Act of 1933 only applies to initial public offerings and the stock is listed on a public stock exchange (p XXXXXXXXXXFrom the brief description provided, these certificates are open to the public via the Internet, but it does not seem to be listed in a public stock exchange. These certificates seem to be similar to gift certificates and as such would not need to be registered.

Additionally, there are some exemptions to this regulation. One such exemption is securities issues by nonprofit religious, charitable, educational, benevolent, or fraternal organizations (Seaquist, 2012, p XXXXXXXXXXThis exemption would apply since Private University is a private nonprofit educational institution in California. When looking at Private College, a for-profit institution, they would not be required to register their learning certificates with the SEC. They would not be able to qualify for exemption through nonprofit educational organizations since Private College is not nonprofit.

However, they would qualify under Regulation A. Seaquist XXXXXXXXXXstates “Regulation A: any nonpublic issuer may sell up to $5 million of securities in a one-year period with no limit on the number of purchasers and no purchaser sophistication requirement” (p XXXXXXXXXXPrivate College would only be able to sell $5 million in a year to be able to qualify under Regulation A. Also, Private College will need to file the disclosure document, which would be the circular, with the SEC, but registration of the offering would not be required (Seaquist, 2012, p. 31.1).

Reference:

Seaquist, G. (2012). Business law for managers [Electronic version]. Retrieved from https://content.ashford.edu/(Links to an external site.)Links to an external site(Links to an external site.)Links to an external site.