Federal Covered Securities
Chapters in this video
- 0:00 The nightclub analogy: VIPs versus regular securities
- 1:27 NSMIA and the definition of a federal covered security
- 2:39 The notice-filing three-part checklist
- 3:14 The hierarchy of VIPs: exchange-listed, investment company, SEC exempt, Reg D
- 3:52 Reg D and the 15-day Form D rule
- 4:55 Stop order power: the mutual fund pause-and-answer
- 5:47 Side-by-side stop-order limits, exchange-listed versus all others
- 7:01 Rapid-fire exam recap
What this video covers
- What the National Securities Markets Improvement Act of 1996 (NSMIA) actually preempted: state registration, not state anti-fraud authority
- The three components of notice filing: federal documents, consent to service of process, and applicable fees
- Why exchange-listed securities are the top-tier VIPs with zero stop-order power, even for non-payment of fees
- When the Administrator CAN issue a stop order against investment companies and SEC-exempt offerings: strictly for notice-filing non-compliance, never for merits review
- The 15-day rule for Regulation D private placements: SEC Form D plus consent to service of process filed no later than 15 days after the first sale in the state
- The critical distinction between administrative stop orders and the preserved anti-fraud enforcement tools available for all federal covered securities
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