Regulation of Securities Offerings
- Involves a "security"
- A sell or offer to sell a security
- either through registration or under registration exemption
- regulation D.
- Rules 501, 505, and 506.
1. F.S.A 517.021(21) - "Security" is very broad term, including a note, a stock, an investment contract. In determining whether a given security constitutes a “security” for purpose of Sale of Securities Act, the touchstone is the presence of an investment in a common venture premised on a reasonable expectation of profits to be derived from entrepreneurial or managerial efforts of others. Rudd v. State, 386 So.2d 1216 (Fla. 5th DCA, 1980), review denied 392 So.2d. No definition of a security can be given to fit all cases, but the thing sold will in each case be examined to determine if it falls within the purview of the statute. McElfresh v. State, 151 Fla. 140, 9 So.2d 277 (1942)
2. F.S.A 517.021(20) - “Sale” or “sell” means any contract of sale or disposition of any investment, security, or interest in a security, for value.
