Private University, a private nonprofit educational institution
located in California, decides to issue “Shares in Learning”
certificates in a one-time offering to the public. These shares will be
sold for $500 each and entitle the bearer to redeem each certificate for
two undergraduate or one graduate college credit in any of its schools
at any time in the future. The shares may also be resold without
restriction by the initial purchaser. The offering will be made via the
Will the offering need to be registered with the Securities and
Exchange Commission (SEC) under the Securities Act of 1933? Explain.
Does your answer differ if “Shares in Learning” are issued by Private
College, a proprietary for-profit institution that does business in all
50 states? Why?