This CLE covers the basic legal requirements for conducting a private offering of securities under Regulation D (Rules 504 and 506) and Section 4(a)(2) of Securities Act of 1933: determination that offering is a regulated security, selection of safe harbor offering exemption and drafting issues for offering documents. CLE also covers select State Securities Law compliance issues for private offering of securities; common liability traps for practitioners in private offering of securities; recent enforcement focus of US Securities and Exchange Commission affecting private offerings of securities; and significant case law affecting private offerings of securities.