Legal Memorandum: Transactions Exempt from Registration

Issue: Is an officer of a company exempt from licensing requirements for sale of the company’s debenture bonds under Nebraska’s blue sky law?

The registrations requirements of the Securities Act of Nebraska do not apply to certain securities, including:

(5)(a) Any security listed on the Chicago Stock Exchange, the Chicago Board Options Exchange, Tier I of the Pacific Stock Exchange, Tier I of the Philadelphia Stock Exchange, or any other stock exchange or market system approved by the director, if, in each case, quotations have been available and public trading has taken place for such class of security prior to the offer or sale of that security in reliance on the exemption; any other security of the same issuer which is of senior or substantially equal rank; any security called for by subscription rights or warrants so listed or approved; or any warrant or right to purchase or subscribe to any of the foregoing or to any security listed on the New York Stock Exchange, the American Stock Exchange, or the NASDAQ Global Market.

Neb. Rev. Stat. § 8-1110(5)(a) (emphasis added). 

As a general matter, in order to transact business as a broker-dealer or agent in Nebraska, a person must register under the Securities Act of Nebraska, except for certain exempt transactions.  Neb. Rev. Stat. § 8-1103(1).  The terms “agent” and “broker-dealer” are defined in the statute. 

(1) Agent means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect sales of securities, but agent does not include an individual who represents (a) an issuer […]

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