Issuers and Non-Issuer Transactions

What this video covers

• How the Uniform Securities Act (USA) defines an issuer: any person who issues or proposes to issue any security, where "person" includes corporations, partnerships, governments, and trusts
• Why non-issuer transactions are defined as any transaction not directly or indirectly for the benefit of the issuer, and how to apply the follow-the-money rule
• Which special instruments use depositor or manager as the issuer instead of the obvious entity: certificates of deposit for security, voting trusts, collateral trusts, and unit investment trusts (UITs) without a board of directors
• Why oil, gas, and mining interests have no identifiable issuer under the USA, and how to avoid the exam trap of picking a drilling company or manager
• How to distinguish primary market issuer transactions (initial public offerings (IPOs), follow-on offerings) from secondary market non-issuer transactions (routine exchange trades)
• Why a secondary offering is a non-issuer transaction even though the word "offering" sounds like a corporate event, since the proceeds go to the insider not the company
• Why identifying an issuer transaction does not automatically mean the security must be registered, since exemptions still apply