Definition of "Issuer"
Chapters in this video
- 0:00 The issuer defined: Gourmet Gravel Inc.
- 1:08 Special-case issuers: depositor or manager for trust-type securities
- 3:01 Oil, gas, and mining interests: zero issuers
- 4:17 Issuer transactions versus non-issuer transactions
- 5:49 Four tested roles: issuer, broker-dealer, agent, dealer
- 7:28 Rapid-fire exam recap
What this video covers
- The baseline definition of issuer: any person who issues or proposes to issue a security
- When the depositor or manager becomes the issuer for trust-type securities, and why the "no board of directors" and "fixed, restricted management, or unit type" qualifiers are alternatives, not a combined test
- Why oil, gas, and mining interests have no issuer at all, and how that blocks registration by filing or notification
- The issuer transaction versus non-issuer transaction distinction, and why tracing the proceeds matters for exemption eligibility
- How outstanding securities of the same class are deemed registered for non-issuer transactions while a registration remains effective
- The four role-identification players: issuer (creates securities, files registration, receives proceeds), broker-dealer (distributes to the public), agent (individual effecting transactions), and dealer (principal, trading for own account)
- Why rating agencies are never the correct answer in broker, agent, dealer, issuer identification questions
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