Offers and Sales
Chapters in this video
- 0:00 Offer versus sale: the attempt and the success
- 1:34 The "for value" beating heart of the USA
- 2:09 Bonus security exam trap: Aaron's toaster scheme
- 3:11 Gift of assessable stock: the leaky boat liability
- 4:12 Warrants, rights, and convertibles as sneaky sales
- 4:47 Four explicit exclusions from offer and sale
- 5:25 Two-step bank loan: pledge safe, foreclosure sale
- 6:16 Stock dividend exclusion and the cash election detail
- 6:57 Rapid-fire exam recap
What this video covers
- The precise legal distinction between an offer (the attempt) and a sale (the successful disposition), and why both trigger USA regulation
- How the "for value" requirement works, and why no value changing hands generally means no sale
- Why a "free" bonus security bundled with a purchase is treated as sold for value, with the purchase price covering both items
- Why a gift of assessable stock is a sale, because future assessment liability creates economic value
- How selling warrants, rights, or convertible securities automatically constitutes an offer of the underlying security
- The four specific exclusions from offer and sale definitions: bona fide pledge or loan, stock dividends with cash election, class votes on reorganizations, and judicially approved reorganizations
- The two-step bank loan rule: why pledging is not a sale but foreclosure and liquidation is a sale
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. When you're ready to drill the topic, the full Series 63 course adds adaptive practice questions and spaced-repetition flashcards.