Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 19
AN OVERVIEW OF MINNESOTA AND
FEDERAL SECURITIES LAW
§ 19.01 General Securities Law Concepts
Over seventy-five years after the advent of federal securities
regulation, lawyers and judges continue in their attempts to distinguish
"securities" from other types of property, including real property,
tangible and intangible personal property, and the various hybrid
offerings of banks and insurance companies. Almost any instrument or
financial arrangement, even an oral agreement,1 may constitute a
"security" under state or federal laws, much to the surprise and chagrin
of the unsuspecting issuer.2
Several key concepts affect all securities, including statutory
requirements relating to registration, exemptions from registration,
notice, and filing. The failure to recognize a security in a business
transaction can have serious consequences for lawyers, issuers, selling
agents, accountants, and officers of issuers.3 This chapter provides an
overview of many important facets of federal and state securities law, but
is far from an exhaustive overview of the topic.
The Small Business Assistance Office of the Minnesota Department
of Employment and Economic Development has published a
comprehensive primer on securities laws, Raising Capital: Securities
Law and Business Considerations.4
§ 19.02 Federal Securities Law
Federal securities laws apply to securities that are offered for sale or
sold in interstate commerce or by use of the mails. The principal federal
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis