[WSBARP] Securities question

[Tom Westbrook]

Hey Craig,

I am not a securities expert but have done a fair amount of this over the years. If you are up to it, take a look at this from the Washington State DFI website. There is an exception for accredited investors. I always make the investor fill out a form acceptable to the securities regulators where the investor lays out net worth and positive assertion about them qualifying as an accredited investor.
https://dfi.wa.gov/securities-registration

I would love to hear from any of the securities practitioners on this listserv about Craig's question.

Sincerely,

Tom

Thomas J. Westbrook
Attorney at Law

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________________________________
From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> on behalf of Robert Pampell <rpampell at swcp.com>
Sent: Wednesday, February 5, 2025 9:51 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
Subject: Re: [WSBARP] Securities question

Craig,
Yes, corporate stock is always a security under federal law and, I believe, Washington law as well.  There are exemptions from the registration requirements, although not from the anti-fraud, i.e. disclosure requirements.

So your cautionary approach is well-founded.

Bob Pampell

Sent from my One+6T Phone (Android)

________________________________
From: wsbarp-bounces at lists.wsbarppt.com <wsbarp-bounces at lists.wsbarppt.com> on behalf of Craig Gourley <craig at glgmail.com>
Sent: Wednesday, February 5, 2025 7:31:14 AM
To: WSBA Real Property Listserv <wsbarp at lists.wsbarppt.com>
Subject: [WSBARP] Securities question


Listmates,   we have a client with an existing ( I believe new) corporation that wants to bring in another person.  This person would “ buy in”  with a contribution to capital.   I am not a securities guy but my intuition says this is a securities transaction and full of liability for both the client and the attorney that facilitates this.   Thoughts?   Thanks, Craig



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