Definition of "Security"
Chapters in this video
- 0:00 Why the security definition controls Stan's jurisdiction
- 1:24 The broad included list and the bank CD gotcha
- 2:14 Fixed annuity vs. Variable annuity exam trap
- 2:47 The Howey test four elements for investment contracts
- 3:35 Alpaca farm application: money, common enterprise, profits, efforts of others
- 4:33 The "solely" vs. "primarily" judicial interpretation trap
- 5:28 Rapid-fire exam recap
What this video covers
- Why the Uniform Securities Act (USA) definition of "security" is deliberately broad, and how that breadth catches profit-sharing agreements, investment contracts, and oil/gas titles
- The sneaky certificate of deposit distinction: CD for a security is included, but a regular bank CD is explicitly excluded
- Why fixed annuities are excluded as insurance products, while variable annuities are securities because the investor assumes market risk
- The four elements of the Howey test: investment of money, common enterprise, expectation of profits, and efforts of others
- Why courts interpret "solely" from the efforts of others to mean primarily or predominantly, and why minor investor involvement does not escape classification
- How to apply the Howey test step-by-step to unusual arrangements to determine whether registration is required
- The consumption-use trap: when a buyer purchases an asset for personal enjoyment rather than financial return, the expectation-of-profits element fails
Read the full lesson, free
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