Offers and Sales

What this video covers

• The difference between an offer (attempt or solicitation to sell) and a sale (contract or disposition), and why both trigger the Uniform Securities Act (USA)
• Why the "for value" test is the core filter for whether a transaction counts as an offer or sale
• How bonus securities are treated as sold for value even when labeled "free," because the purchase price covers both product and security
• Why warrants, rights, and convertible securities constitute a continuous offer of the underlying security as long as the privilege remains exercisable
• When a gift of assessable stock is a sale (future assessments create value) versus when a gift of non-assessable stock is not a sale (no value moves either direction)
• The specific excluded transactions, including bona fide pledges and stock dividends, and why surrendering a cash dividend election does not create value
• The two-step pledge trap: why the initial pledge is excluded but foreclosure and liquidation becomes a sale that triggers the act