In Opinion Number 09-04, dated February 16 2009, the Office of the General Counsel of the Securities and Exchange Commission ruled that whether or not a securities offering is public (and, therefore, must comply with the registration requirements under the Securities Regulation Code or SRC) depends on the surrounding circumstances. The test, according to the Opinion should be: "Is there a sufficient subsisting connection between the company or the person making the offer and the persons to whom the offer is made as friends, customers, or co-adventurers or are the persons mere outsiders? If they are mere outsiders the offer is made to the public, and in such case the fact that the offer is made to a limited class, for example to the members of a single company (not being the company offering its shares), or to the members of a few companies, or to the members of a particular profession, or to the investors in a particular class of companies, does not make it less an offer to the public."
March 31 2009