Discuss the below:
Q1. Can be a Subchapter S corporation and give your explanation?
Q2. Identify, copy and paste herein three references to federal securities law from the memorandum and define a legal term in the reference (the first one I have provided below - define one of the bold and underlined terms):
a. Suitability Standards The Shares will only be sold to persons who are "accredited investors" as defined under Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). See "INVESTOR SUITABILITY STANDARDS.
Q3. Language underneath from the memorandum where it says that this is ‘not a sale of a security'. Why is this relevant?