Reference textbook: The Legal and Regulatory Environment of Business 17th – Marisa Anne Pagnatt

Question 1 requires 350-500 words.

Question 2 requires 500-700 words.

1. What Is a Security?

W.J. Howey Company and Howey-in-the-Hills Service Inc. are Florida corporations under common control and management. Howey Company offers to sell to the public its orange grove, tree by tree. Howey-in-the-Hills Service Inc. offers these buyers a contract wherein the appropriate care, harvesting, and marketing of the oranges would be provided. Most of the buyers who sign the service contracts are nonresidents of Florida who have very little knowledge or skill needed to care for and harvest the oranges. These buyers are attracted by the expectation of profits. Is a sale of orange trees by the Howey Company and a sale of services by Howey-in-the-Hills Service Inc. a sale of a security? Why or why not?

2. You and two partners operate a graphics design and printing company. The success of this business relates to the high-quality service and products you provide to your clients. To move to the next level requires a considerable financial investment in computer software and hardware. You and your partners are considering forming a corporation and offering to sell stock to the public. You anticipate raising at least $40 million in new capital. As you ponder these moves, you seek answers to the following questions:

• What requirements of the Sarbanes-Oxley Act will you have to meet?
• What is involved in offering a new company's stock for sale to the public?
• Are there aspects of doing business as a publicly traded company that are different from operating as a partnership?