Viscotech Case Writeup

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Executive Summary Kenneth Jones, the president of Viscotech, has a handful of regulatory issues to resolve before moving any further with operations. Ideally, the company would have considered SEC regulations before raising the $976,000 in December 1997 from 34 investors through the MIFT pool. Most importantly, Viscotech was desperate for money, so they did not notify the SEC, and accepted money for securities offered under Regulation A, which had not been finalized by the SEC staff. Viscotech advertised the MIFT as a trust, when it appears to be a contract to buy securities at a future date, but we argue that the security vehicle is exempt under Regulation A (see Exhibit 1) for the following reasons. Under the Securities Act of 1933, the MIFT does not automatically fall into the category of exempt securities, so the company must still file a offering statement with the SEC to avoid penalties. Next, we developed an analytical Matrix that assisted us in deciphering between security law exemptions the company could leverage, and how they would realistically apply to Viscotech’s situation (see Exhibit 2). After analyzing the security laws pertaining to the issuance of securities, we decided their best option was the Regulation A offering to exempt the transaction from registration. It would have allowed the company to “test the waters” through a provision of Regulation A offering which allows companies to publish or deliver a written offering circular, radio broadcast, or television broadcast to prospective investors to gauge their interest before filing an offering statement with the SEC and taking on the fees necessary to do so. However, an offering statement would have needed to be submitted to the SEC and cleared before actually raising money through the Regulation A offering. (see Exhibit 2 for more details) We recommend that Viscotech undertake

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