Definition of "Issuer"

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What this video covers

  • The general Uniform Securities Act (USA) definition of an issuer as any person who issues or proposes to issue any security
  • Why certificates of deposit for a security, voting-trust certificates, collateral-trust certificates, and certain investment trusts name the depositor or manager as the issuer instead of the trust itself
  • Why oil, gas, and mining titles or leases have no issuer and therefore cannot use registration by filing or notification
  • How to distinguish issuer transactions from non-issuer transactions using the "follow the money" test, and why non-issuer transactions qualify for different exemptions
  • Why all outstanding securities of the same class as a registered security are considered registered for non-issuer transactions while the registration is effective
  • How to match issuer, broker-dealer, agent, and dealer to their correct responsibilities in capital-raise scenarios
  • Why an agent is always a natural person and never a firm or entity

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