Securities and Issuer Regulation: Rapid Fire

What this video covers

• Whether an asset passes the Howey Test and qualifies as an investment contract, or falls outside regulation entirely
• Why variable annuities and variable life insurance ARE securities while fixed annuities and whole life are NOT, and how the separate account distinction drives the answer
• The three methods of state registration: filing (notification), coordination, and qualification, including their timing rules and how each becomes effective
• The critical difference between an exempt security (exempt by what it is) and an exempt transaction (exempt by how it is sold), and why mixing them up costs points
• Why nothing is exempt from antifraud: exempt securities, exempt transactions, and federal covered securities all remain subject to the administrator's antifraud authority
• How federal covered securities preempt state registration under NSMIA, and which exemptions the administrator can revoke versus which are untouchable
• The limited-offering exemption's 10-offeree cap over 12 months, why offerees count rather than buyers, and which parties are excluded from the count