On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act (“FAST Act”), which includes several securities law related provisions.  Among the most notable of these provisions is the addition of new Section 4(a)(7) to the Securities Act of 1933, which essentially codifies the so-called “Section 4(a)(1-1/2)” exemption for private resales of restricted securities.  With certain exceptions, the new Section 4(a)(7) exempts from registration any resale transaction that meets the following requirements:

  • Each purchaser is an accredited investor;
  • No general solicitation occurs; and
  • In the case of an issuer that is not a reporting company, the issuer makes available (at the request of the seller) to the seller and the prospective purchaser certain information about the issuer and the securities.