Issuers and Non-Issuer Transactions
Chapters in this video
- 0:00 Who gets paid: the core money-flow mystery
- 1:01 Who is the issuer under the Uniform Securities Act (USA)
- 2:07 Oil, gas, and mining certificates with no identifiable issuer
- 2:48 What makes a transaction non-issuer
- 3:57 Issuer versus non-issuer: primary and secondary market showdown
- 5:00 Real-world IPO, insider sale, and exchange trading scenarios
- 6:34 Surviving exam day traps: secondary offering, secondary market, follow-on offering
- 7:20 Rapid-fire recap: follow the money to beat the test
What this video covers
- The broad Uniform Securities Act (USA) definition of "person" as an issuer, and why corporations, governments, and partnerships all qualify
- Special issuer rules for certificates of deposit, voting-trust certificates, collateral-trust certificates, and unit investment trusts, where the depositor or manager is designated the issuer
- The unique status of certificates of interest or participation in oil, gas, or mining titles, leases, or production payments: no identifiable issuer exists under the USA
- The controlling test for non-issuer transactions: not directly or indirectly for the benefit of the issuer, and why who receives the proceeds is evidence, not the entire test
- How indirect benefits to the issuer can keep a transaction in the issuer category even when another party receives the proceeds
- Primary market versus secondary market distinctions, and why registration requirements and available exemptions differ between issuer and non-issuer transactions
- The critical exam distinction between secondary offering (non-issuer), secondary market (non-issuer), and follow-on offering (issuer)
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