But that is the whole idea. In principle the partner has to hold on to the stock for at least 6 months. There has to be an intent to invest. Or, if the debt is 6 months old, then they can sell it immediately. But there is always some risk for the JV-partner.
2) I can't find anything in Rule 506 of Sec 4(2) that requires the issuer specifically to disclose before selling. But it needs to report regularly. That's my understanding. I may be wrong.
That was my understanding also. But there could be other rules that deal specically with disclosure.