Exempt Transactions

What this video covers

• Why exempt transaction status applies only to the specific sale, not the security itself, and how the same security can switch between exempt and registered depending on context
• The isolated non-issuer transaction exemption and why a pattern of repeated sales destroys it, even for control persons
• The manual exemption's 90-day rule, operating issuer requirement, and the role of nationally recognized securities manuals or SEC EDGAR filings
• Why senior securities need 3 years outstanding and zero defaults in the current or three preceding fiscal years to qualify
• How the 180-day reporting company exemption works under the Securities Exchange Act of 1934
• Why the unsolicited order exemption applies only to non-issuer transactions by registered broker-dealers, and why the customer must initiate
• The limited offering (private placement) exemption's 10-offeree limit versus the pre-organization certificate's 10-subscriber limit, and why the count matters before any sale occurs
• Why institutional buyers are exempt from the offer but their later resale to retail investors is a brand new transaction
• What genuine bona fide pledges, collateral sales, and fiduciaries in bankruptcy have in common: intent to recover debt, not to evade registration