Exclusions from the Agent Definition

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What this video covers

  • The critical difference between an exclusion (never an agent) and an exemption (an agent who need not register), and how antifraud provisions apply to both
  • The five specific exempt-security categories that support an issuer-side exclusion, and why credit union, insurance company, and public utility securities do not make the list
  • The three simultaneous conditions for qualifying commercial paper: 9-month maturity, $50,000 minimum denomination, and top-3 rating category
  • The two narrow federal covered security categories that create exclusions (qualified purchasers and private placements to accredited investors), and why exchange-listed stock is not one of them
  • The "no commission or other remuneration" condition for transactions with existing employees, partners, or directors, and why even a $5 bonus destroys the exclusion
  • The broker-dealer de minimis exclusion and its three exact steps: firm registered in the state, customer account open 30+ days, assigned to representative 14+ days
  • Why partners, officers, and directors who effect securities transactions are agents but need not file separate registration paperwork when their firm is registered

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