Exclusions from the Agent Definition

What this video covers

• The four specific situations where an issuer representative is excluded from the agent definition: exempt securities, exempt transactions, federal covered securities, and existing employee sales
• Why the federal covered securities exclusion for issuers is tied to the Securities Act of 1933, not the Exchange Act of 1934
• The no-commission rule: how any extra compensation (bonus, finder's fee, gift card) tied to soliciting purchases destroys the employee exclusion entirely
• The extremely narrow broker-dealer (BD) representative exclusion under the Securities Exchange Act of 1934 for associated persons effecting trades in unregistered states
• Why issuer exclusions are broad while BD exclusions are narrow: limited-context own-securities sales versus high-volume public transactions
• How to spot exam trap questions that bait you with a small incentive payment to an employee selling to coworkers
• The default assumption to make on exam day: BD rep equals mandatory registration, issuer rep equals check for exclusions first