Mina Mar Group

In addition to federal securities laws, every state has its own securities laws, commonly known as Blue sky laws that are designed to protect investors from fraudulent and overly speculative investments. While these laws vary from state to state but they are modeled after Uniform Securities Act of 1956 which provides guidance for the states in making their own securities legislation. Most state laws require from companies that offers securities to register the offering before they can be sold unless there is exemption. Each state has the regulatory agency that administers its blue sky law and most of them ensure private cause of action for private investors harmed by securities fraud. Issuers of securities must reveal terms of the offering where they fully and fairly disclose all material facts related to the offering. Because they differ among states it means that each jurisdiction can have different filing requirements.State law also cover merit review that regu...

In this memo, the benefits OTC shell companies stand to gain in Tier1 under the Reg A+ will be the main subject.  All transactions involving the trade of securities in Tier 1 conducted within the provision of the Reg A+ is mandated to be in accordance with the regulations enforced by the Blue Sky laws. The trading operations in Tier 2 are not bound by these regulations and the highest demand from the state is limited to requesting that the company files a Form D, it is also not mandatory for the Tier 2 offerings to be presented to the state for review. We see a better future for the corporate world with the new structure being implemented for the Reg A+. This will make it easier to generate the needed funding capital and revive the Shell companies classified as non-reporting OTCs. The “Blue Sky” law is the term given to the laws governing transactions involving state securities. It is mandatory for companies to obey the state and federal laws when trading existing or new secur...