Issuers

What this video covers

• Why an issuer is defined as any person who issues or proposes to issue a security, and the weird exception that oil, gas, and mining certificates have no identifiable issuer
• How to distinguish issuer transactions (primary distributions where the issuer gets the cash) from non-issuer transactions (secondary market sales where the issuer receives nothing)
• Why an employee of an issuer selling company securities to the public must register as an agent, and the narrow exclusion for sales to other employees with no commission paid
• The critical distinction that an issuer representative in an exempt transaction need not register, but a broker-dealer representative in the same exempt transaction must register
• What makes someone a control person of an issuer (officer, director, or 10%+ owner of voting securities), and why control-person status does not convert a personal stock sale into an issuer transaction
• The 10% versus 25% threshold distinction: 10% for an issuer affiliate under the Exchange Act, 25% for control of an investment adviser under the Advisers Act
• When a finder crosses into broker-dealer territory through transaction-based compensation, and the catastrophic consequences for the issuer (loss of exemption plus rescission rights for all investors)