Blue Sky Memorandum: When and How to Use

Summary

This practice note discusses the use of a Blue Sky Memorandum, a document prepared by counsel 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. In the Blue Sky Memorandum, requirements of each state in which the offering will be made are addressed, and the status of the issuer’s compliance is detailed. Where an offering is made pursuant to one or more exemptions claimed by the issuer in states, the specific exemption and the basis for claiming it for the offering are presented.