Definition of Securities and Issuers: Rapid Fire

What this video covers

• Who qualifies as a "person" under the Uniform Securities Act, including why deceased, minor, and mentally incompetent individuals are never excluded, but ordinary trusts are
• All four prongs of the Howey Test: investment of money, common enterprise, expectation of profit, and from the efforts of others (now "primarily" not "solely"), and why missing any single prong kills the security status
• Why fixed insurance is not a security (insurer bears risk) while variable annuities and variable life are securities (policyholder bears investment risk)
• The critical distinction between a bank certificate of deposit (CD) and a certificate of deposit for a security, plus why oil, gas, and mining participations have no identifiable issuer
• How both offers and sales trigger the Act, and why a warrant or convertible security creates a continuous, ongoing offer of the underlying security
• Which gratuitous transfers count as sales: assessable stock gifts and bonus securities are sales; non-assessable stock gifts, bona fide pledges, and stock dividends are not
• The issuer-versus-non-issuer transaction rule: whether the issuing company receives direct or indirect benefit from the proceeds, and why everyday secondary market trading is non-issuer