Key Definitions

What this video covers

• Why a bonus security tied to a purchase counts as a sale, and why a purported gift of assessable stock is treated as both an offer and a sale under the Uniform Securities Act (USA)
• The four prongs of the Howey test: investment of money, common enterprise, expectation of profits, and efforts of others, and why missing even one prong means an arrangement is not an investment contract
• Why variable annuities are securities while fixed annuities are strictly insurance products, and what other items are definitively not securities
• What qualifies as a federal covered security under the National Securities Markets Improvement Act (NSMIA), and the critical exception for municipal securities in their home state
• Why states cannot require registration of federal covered securities but can still require notice filings and fees for non-listed categories, plus when a state administrator may issue a stop order
• Why minors, deceased individuals, and persons adjudicated mentally incompetent all count as persons under the USA, with no carve-outs
• How to distinguish issuer transactions from non-issuer transactions by following the proceeds, including why a control person selling personal shares is still a non-issuer transaction