Securities & Exchange Commission v. Ralston Purina Co.

Section 4 (1) of the Securities Act of 1933 exempts “transactions by an issuer not involving any public offering” 1 from the registration requirements of § 5. 2 We must decide whether Ralston Purina’s offerings of treasury stock to its “key employees” are within this exemption. On a complaint brought by the Commission under § 20 (b) of the Act seeking to enjoin respondent’s unregistered offerings, the District Court held the exemption applicable and dismissed the suit. 3 The Court of Appeals affirmed. 4 The question has arisen .many times since the Act was passed; an apparent need to define…