![]() The reasoning was that there was no expectation of profit as in the Howey sense. Forman dealt with a New York City co-op. To obtain an apartment, one had to purchase “stock”, but the stock itself had none of the features of traditional stock and mainly was used as a security payment for the purchase of an apartment in the co-op. The residents sued, claiming they had been sold stock, and the Supreme Court held that it was not stock, and was not even a security according to the Howey test. In 1975, the Supreme Court decided United Housing Foundation, Inc. In the case of Howey, the contract was deemed a security because the purchasers received the profit through the efforts of others. Profits must come “(solely) from the efforts of others.”.There has to be an investment of money,.The Howey definition of an “investment contract” was: Howey employees would tend to the groves and sell the fruit on behalf of the purchasers who had no knowledge of how to tend to citrus groves. Howey sold tracts of citrus groves to purchasers who would then lease back the land to Howey. Howey Co., a Supreme Court case dating back to 1946. To better understand what a security is, people usually start with the Howey Test. The two laws provide that unless the context otherwise requires, “security” means “any note, stock, treasury stock, security future, bond, debenture, investment contract, … or, in general, any interest or instrument commonly known as a ‘security’.” The two main federal laws that deal with securities are the Securities Act of 1933,(the “Securities Act”) and the Securities Exchange Act of 1934. While it is true that the Packers are being upfront about the shares, is that enough? Others feel there is a sentimental value to this piece of paper, which is the certificate evidencing the ownership of “shares”. The claim is that the Packers are a massively profitable franchise, they do not need the funds, and they dupe innocent fans into spending money for a piece of “worthless paper”. While this offering is continuing, there have been many pundits who decried that this is a fraud, a complete scam and that people are not really getting any shares of stock. The Packers warn that purchasers should not purchase shares of common stock with the purpose of making a profit. However, these are not exactly “shares of stock.” As advertised, and as the Packers inform potential “investors” immediately, the common stock they are offering does not constitute an investment in “stock” in the common sense of the term. The offering price is $300 per share of common stock and the Packers intend to offer up to 300,000 shares. Additional stock offerings took place in 1935, 1950, 1997, and 2011.įor the sixth time in 100 years, the Packers are currently engaging in another “stock offering.” This much publicized offering is going on until February 25, 2022. The Packers initially sold 1,000 shares of stock at $5 per share along with a promise that each stockholder would buy at least six season tickets. So, the Packers, unlike other NFL teams, are actually “owned” by the public, and this gives the Packers the ability to offer shares of “stock” to the public from time to time. Green Bay prides itself on its broad-based community support and non-profit structure which has kept the team in Green Bay for nearly a century in spite of being one of the smallest markets in all of North American professional sports. For all other teams, a maximum of 32 owners, with at least one owner holding a minimum of 30%, remains the league standard. The Packers were grandfathered into the NFL with this unique ownership system. No one stockholder is allowed to hold more than 200,000 shares, which represents approximately 4% of the 5,011,557 shares currently outstanding. Rather than being owned by an individual, partnership, or corporate entity, the Packers currently have 360,584 stockholders. major league professional sports teams), the Packers are community owned. Unlike all other NFL teams (and even all other U.S. The Green Bay Packers are actually owned by Green Bay Packers, Inc., a publicly held nonprofit corporation that owns the Green Bay Packers football franchise. One of the more recognizable faces of the franchise in recent years is quarterback Aaron Rodgers. ![]() The Packers are based in Green Bay, Wisconsin and they are the third-oldest franchise in the NFL, dating back to 1919. The Green Bay Packers are of course a member club of the National Football Conference (NFC) North division in the National Football League (the “ NFL”). This advisory explains what this “offering” is and what securities law lessons we can learn from this event. The Green Bay Packers did not play in Super Bowl LVI on Sunday, but they have an “offering” that will remain active until February 25, 2022.
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