Exemptions from Registration: Rapid Fire

What this video covers

• Why there are only three lawful paths to offer a security in a state (registered, exempt, or federal covered) and why a fourth option never exists
• The critical distinction between an exempt security (the VIP pass travels with the security) and an exempt transaction (a one-off pass for a specific sale)
• Which securities get automatic exempt status: U.S. Treasuries, municipal bonds, Canadian government securities with no diplomatic-relations test, and the insurance trap of fixed annuities versus variable products
• Why the unsolicited order exemption requires a non-issuer sale through a registered broker-dealer, and why an issuer can never claim this exemption
• How the private-placement (limited offering) exemption counts offerees (not purchasers), capped at 10 non-institutional persons in 12 months
• The tiers of federal covered securities: why exchange-listed securities have the strongest preemption (no filing, no fee, no stop order) versus mutual funds and uncapped Regulation D offerings that still owe notice filings and fees
• The five numbers that drive exam questions: 10 (private placement offerees and preorganization subscribers), 30 (employee benefit plan notice before inception), 15 (Reg D notice filing and summary revocation hearing deadline), and 5 full business days (existing security holder offer disallowance window)