Exempt Transactions

What this video covers

• The isolated non-issuer transaction: why a one-time secondary market sale by an ordinary investor is exempt, and why a pattern of repeated sales destroys the exemption
• The manual exemption's six-part checklist, including the 90-day outstanding requirement, the operating issuer rule, and the nationally recognized securities manual or EDGAR filing condition
• Why the unsolicited order exemption applies only to non-issuer transactions initiated by the customer through a registered broker-dealer, not to issuer-directed sales
• The six exempt fiduciaries (executor, administrator, sheriff or marshal, receiver, trustee in bankruptcy, guardian or conservator) and why their sales are exempt
• The bona fide pledge exemption: why a lender can sell pledged securities to satisfy a debt if the pledge was genuine and not a disguised distribution
• The critical distinction between private placements (10 offerees, no commissions) and pre-organization certificates (10 subscribers, no payments from subscribers until registration), and why institutional buyers do not count toward the 10-offeree limit
• The strict scope of the underwriter exemption as a wholesale protection only, and why pre-effective offers are permitted but pre-effective sales are prohibited