Sec
A company offers securities to 30 sophisticated investors without general solicitation or advertising. This offering would MOST likely:
Reg D exemption: no general solicitation, max 35 non-accredited, sophisticated investors.
Complete Analysis & Legal Rationale
This offering meets the criteria for a Regulation D private placement exemption: limited number of purchasers (under 35 non-accredited), sophisticated investors, and no general solicitation. The offering would be exempt from SEC registration.
Distractor Autopsy (Why Other Options Are Traps)
FINRA exam writers design incorrect distractors using specific calculation mistakes and regulatory misconceptions. Review why each option succeeds or fails:
Private placements meeting Reg D requirements are exempt from registration.
Private placements are permitted under securities laws with proper exemptions.
Matches the verified teaching point in the explanation.
Private placements may have state filing requirements but not full registration.
Official Standard: Content and approval standards for member communications (verify current text).
Official Standard: Primary offering registration/prospectus framework and exemptions (verify current text).
Official Standard: Outline-level citation: item maps to Series 7 topic coverage. Prefer a specific FINRA/SEC/MSRB rule citation in a later author pass.