Antifraud, Competition, and Recordkeeping for New Issues
Chapters in this video
- 0:00 The SEC competition mandate: efficiency, competition, capital formation
- 1:16 Antifraud provision applies to exempt securities too
- 2:09 Scienter versus negligence: which prong needs what
- 2:38 Broker-dealer antifraud rule versus general antifraud rule
- 3:25 Broker-dealer record creation: the make side
- 4:01 Customer account record: 30 days and 36 months
- 4:57 Record preservation: three to six years, two years readily accessible
- 5:40 Rapid-fire exam recap
What this video covers
- Why the SEC's competition mandate forces a three-way balancing test among efficiency, competition, and capital formation, and why exemptions like Regulation D exist
- How the antifraud provision applies to every securities transaction, including exempt securities and private placements, and why "exempt from registration" is not "exempt from antifraud"
- When scienter (intent or recklessness) is required for the "device, scheme, or artifice to defraud" prong versus when mere negligence suffices for material misstatements or omissions
- The precise scope of the broker-dealer antifraud rule as a Broker-Dealer (BD)-specific parallel to the general antifraud provision, and how it differs from the general antifraud rule and the trade-confirmation rule
- The customer account record delivery deadline (30 days from account opening) and the recertification cycle (every 36 months), and why confusing these two timelines is a common exam trap
- The standard broker-dealer record retention period (three to six years) and the readily accessible requirement for the first two years of that window
- How to distinguish the four core rules (competition mandate, antifraud provision, BD antifraud rule, BD recordkeeping rules) when answer choices try to blend them together
Read the full lesson, free
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