ABSTRACT
This chapter provides a high-level overview of securities law in the United States as it pertains to private placements (i.e., exempt offerings). This overview includes summaries of the obligation to register a security with the Securities and Exchange Commission (SEC) or issue it pursuant to an exemption, what constitutes a security, the most common exemptions from registration, the definition of accredited investor and how accreditation impacts offerings, state-level securities laws (i.e., blue-sky laws), and the risks of not complying with federal and state securities laws. The chapter also covers unique securities law considerations for cannabis companies such as warnings from securities regulators and the need for increased disclosures around legal risks and the cannabis industry.
