Exempt Securities and Intrastate Offerings

What this video covers

• Which securities are exempt from Securities Act (SA) registration by issuer type: US government and agency securities, bank-issued securities, commercial paper of 270 days or less, nonprofit and religious organization securities, savings and loan securities, municipal securities, intrastate offerings, and bank holding company reorganization equity
• The critical distinction between exempt from registration and exempt from antifraud liability: fraud is never exempt, but government, municipal, and bank securities are carved out of the civil-liability provision for material misstatements
• Why the statutory intrastate exemption is an all-or-nothing test, and how a single out-of-state offer or sale destroys the entire exemption for every purchaser
• The original safe harbor's 80% doing-business test (80% of revenues, assets, or net proceeds from or used in-state, OR a simple majority of employees in-state) and the six-month resale restriction with legend requirements
• How the modernized intrastate-offering alternative differs: out-of-state residents may see internet offers, but sales remain in-state only, and the issuer may be incorporated elsewhere if its principal place of business is in-state
• Why meeting just one of the four doing-business benchmarks is sufficient, and the specific trap that only 51% of employees is required for the employee test
• How to spot exam questions that mix exempt-class securities with antifraud and civil-liability provisions, and which carve-outs apply to which remedy