Securities

What this video covers

• The four-part Howey Test for investment contracts, and why the "efforts of others" prank is the make-or-break element for unusual investments
• What is not a security: fixed annuities, whole life insurance, and ordinary bank certificates of deposit, versus the certificate of deposit for a security trap
• The three state registration methods (filing, coordination, qualification), including which require Securities and Exchange Commission, or SEC, involvement and which gives the Administrator total control over the effective date
• Federal covered securities and the municipal bond exception: federal covered everywhere except the issuer's home state
• The critical distinction between exclusions (never a security) and exemptions (a security that skips registration), and why antifraud authority always survives
• Exempt securities by type versus exempt transactions by sale method, including the 10-offering and 10-subscriber numerical limits and the zero-payment catch for pre-organization certificates
• The three federal private placement variants (small issue, traditional, verified accredited), including the verified accredited investor verification requirement and the general solicitation trade-off
• Mini-registration Tier 1 versus Tier 2, and why only Tier 2 preempts state registration and becomes a federal covered security
• The burden of proof rule: the person claiming the exemption must prove it applies