Frank I think you are assuming that this Forum is a public space and anything offered here would be a “public offering.” This is certainly a safe assumption.
I imagine there is at least a plausible argument that this Forum is not “public” within the meaning of the relevant SEC laws and an offering here would not be considered a general solicitation or advertisement.
I hope I’m not staking my reputation on this – I do not know who would complain and under what circumstances you’d get “caught” and what the penalty would be. Presumably if all goes well no-one cares. It’s only when things fall apart that you run into trouble… But what do I know? Nothing about it.
SEC regulations provide an exemption from state securities law, but it is not required that issuers rely on this exemption if they will only be haled into (plaintiff’s) state court and state laws allow whatever transpired.
@CharlesD, by my (5 minutes of) google-fu, it seems to me that emailing everyone you know and posting on this forum are essentially equivalent. If one is a general solicitation surely the other is. The difference is that people who email everyone they know don’t know they could get into trouble for it?
In any event, surely asking for referrals is a no-no. That’s no better or different than putting an ad in the paper. Or is it?