Exemptions from Registration : 1) Private placement (no more than 35 unaccredited investors, any number of accredited investors); 2) Regulation D has a $ 5,000,000 limit as too little e in amount for SEC to bother with; 3) WKSIs ($700,000,000 market capitalization or $1.0B in prior issued securities; 4) Crowdfunding-$1,000,000 is maximum amount. Proxy and tender offers- understand at p. 420. What is securities fraud? Ponzi schemes (Madoff), any type of investment where principal of A is used to pay profits of B. Misstatements , Elanor Holmes and Theano's