Blue Sky Memorandum

Summary

This Blue Sky memorandum template may be used for an offering of common stock with a concurrent rights offering. This template includes practical guidance, drafting notes, and optional clauses. A Blue Sky memorandum is typically prepared by counsel for issuers of securities as a presentation to underwriters and broker-dealers of the applicability of and compliance by the issuer with registration and qualification requirements in each state in which securities are to be offered, or the availability of an exemption in each of those states. For additional information on drafting a Blue Sky memorandum, see Blue Sky Memorandum: When and How to Use. For information on compliance with Blue Sky laws, see Blue Sky Law Compliance in Securities Offerings, and Securities and Transaction Exemptions under Blue Sky Laws.