Extract to table

Unlike certain other exemptions (such as Regulation D, which requires the filing of a Form D with the SEC), no filing with the SEC is required to claim the Section 4(a)(2) exemption

119, 126 (1953) ("The exemption, being in derogation of a statutory requirement, [must] be construed narrowly

Critically, the court held that each offeree must either have access to or be provided with the kind of information that registration would disclose

Conditions of Rule 144A Rule 144A establishes four principal conditions that must be satisfied for the safe harbor to be available

This is an objective standard — the seller must have a reasonable basis for its belief, not merely a subjective hope or assumption

Specifically, the rule provides that a holder of the securities and a prospective purchaser designated by such holder must have the right to obtain from the issuer, upon request, "reasonably current" information, including: (i) a brief statement of the nature of the business of the issuer and the products and services it offers; and (ii) the issuer's most recent balance sheet and profit and loss and retained earnings statements (comparable to the financial statements required in registration statements under the Securities Act), provided that such financial information shall be as of a date not more than 16 months before the date of resale