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Private Offering Exemptions and Blue Sky Laws: Avoiding State Compliance Pitfalls

Disclosure and Filing Requirements, Financial Statements, Broker Exemptions

Recording of a 90-minute premium CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Monday, June 13, 2022

Recorded event now available

or call 1-800-926-7926

This CLE course will focus on the interaction of federal securities exemptions and state "blue sky" laws. The panel will discuss the general state regulatory framework, how state blue sky laws vary, and why some states can be particularly problematic when taking advantage of Regulation D Rule 504 and other federal exemptions.


Securities offerings must be registered or exempt from registration under both federal and state securities laws. The National Securities Markets Improvement Act of 1996 (NSMIA) amended the Securities Act to preempt state "blue sky" registration and review of "covered securities." However, Regulation D Rule 504 offerings, intra-state offerings, and registered direct or initial public offerings must still comply with state blue sky laws.

Many states have adopted the Uniform Securities Act of 1956 (the Uniform Act), but while some states have exemptions that complement federal exemptions, others do not. Notice requirements, standards of merit review (and review time), disclosure requirements, and filing forms in addition to the standard Form D in exempt offerings can vary from state to state.

Some of the larger states are also the most problematic. New York focuses on the registration or exemption from the registration of brokers rather than offerings. California requires notice filings for small offerings, and Florida has recission rights and unique exemptions from broker/dealer/sales agent registration for principals of the issuer.

Listen as our authoritative panel discusses best practices to ensure compliance with various blue sky laws and some noteworthy pitfalls to avoid.



  1. State "blue sky" laws and NSMIA
    1. Covered securities
    2. Offerings subject to state registration and review
  2. Common themes and variations in state requirements
    1. Notice and filing requirements
    2. Standards of merit review (and time to review)
    3. Accredited Investor standards
    4. Disclosure requirements: required legends on offering materials
    5. Forms in addition to the standard Form D in exempt offerings
    6. Financial statements: audited vs. unaudited
  3. Noteworthy states


The panel will review these and other vital issues:

  • How does NSMIA define "covered securities," and what kinds of offerings are excluded from the definition?
  • Which states require filings in addition to Form D, and what do they typically cover that Form D does not?
  • How do standards of review vary among the states?
  • Are there uniform disclosures that might satisfy all of the states?


Fallon-Houle, Nancy
Nancy Fallon-Houle

Business, Corporate, M&A and Securities Lawyer
Velocity Law

Ms. Fallon-Houle handles the deal docs and legal work for Issuers raising private investor capital in seed round, angel...  |  Read More

Hewitt, Martin
Martin A. Hewitt

Special Counsel
Fried Frank Harris Shriver & Jacobson

Mr. Hewitt has many years of experience regarding state securities law (Blue Sky Law). His practice includes a deep...  |  Read More

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