One chapter of these materials focuses on the necessity of finding an exception from the securities registration requirements of the Securities Act of 1933. Under the Securities Act, the offer or sale of "securities" must be registered unless an exemption can be found. Registration is a time-consuming and expensive process that is intended primarily for companies whose securities will be publicly traded. Most non-public business entities are formed without registration by fulfilling the requirements for an exemption from registration. An important part of the formation of every business entity is making sure that an appropriate exemption from registration can be found for the company's investment interests or, in the alternative, that the entity has complied with registration requirements for those investment interests, if required. These materials concentrate on the formation of business entities that will not be registering their securities with the SEC. In this regard, the focus of this book is on the formation, operation, and dissolution of non-publicly traded business entities that can satisfy the requirements for exemption from registration. The readings, explanatory text, and exercises on securities registration are oriented so that they can be understood by students who have not already taken a securities regulation course.
Similarly, taxation issues play a major role in connection with the formation, operation, sale, and dissolution of all business entities. The authors have organized the materials to provide all upper level law students with the background they need to understand the primary tax considerations and concerns that arise, regardless of whether they have taken upper-level taxation courses.
