This column continues the discussion of the offer and sale of unregistered tax advantaged securities using the Internet. It discusses various ways of reaching investors and the Securities and Exchange Commission no-action letters and releases involving Internet offerings of unregistered securities pursuant to Regulation D.
Letters and Releases
The IPONET Letter. IPONET1 extended the ruling in the H.B. Shaine2 no-action letter to private offerings in a password-protected page of IPONET’s World Wide Web site, accessible only to “members” (i.e., accredited investors) who have previously qualified under the H.B. Shaine procedure (i.e., by completion of a generic questionnaire and the elapse of a sufficient period of time before the inception of a private offering to which a new “member” would be directed). A blank questionnaire would be available electronically through the Internet by posting it to the home page site, and the completed questionnaire could be returned either electronically through a link to the site, through e-mail or by hard copy. In 1998, the IPONET ruling was extended to Rule 144A road shows and to Regulation S offerings by U.S. issuers utilizing an Internet Web site.3
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