The Exemption Framework Under the USA

What this video covers

• The three lawful paths under the Uniform Securities Act (USA): registered, exempt, or federal covered security, and why there is no fourth option
• The difference between exempt securities (what the security IS) and exempt transactions (HOW the security is sold), including why a United States (U.S.) Treasury bond exemption travels with the security while a private placement exemption dies with the transaction
• Why an exempt security remains exempt no matter who sells it or how, while the same security may need registration when resold in a different transaction
• That no exemption (exempt security, exempt transaction, or federal covered status) provides any shield from antifraud provisions or civil liability for misstatements and omissions
• The full scope of antifraud coverage: registered securities, exempt securities, exempt transactions, and federal covered securities all remain subject to prosecution and civil liability
• Who bears the burden of proving an exemption applies: the person claiming it, not the Administrator, who may simply challenge the claim without proving a negative
• How exam questions test this framework with "bizarre, highly detailed" securities that students must classify against the three-path structure