Registration Exemptions

What this video covers

• Why antifraud provisions always apply to exempt securities, even U.S. government bonds, and why "exempt from registration" does not mean exempt from everything
• How to distinguish exempt securities (the stuff is exempt, a permanent hall pass) from exempt transactions (the trade is exempt, a one-time trip pass)
• Which core categories of securities are permanently exempt and why, including governments, banks, insurance companies, and national exchange listings under the National Securities Markets Improvement Act (NSMIA)
• Why variable annuities and variable life insurance are not exempt under the insurance company exemption, even though the insurer itself is heavily regulated
• The state-level private placement limit of 10 non-institutional offerees in 12 months, and why pre-organization certificates share the number 10 but prohibit any money collection
• The federal Regulation D small-issue ceiling of $10 million, and why it does not produce federal covered securities despite being a federal exemption
• The side-by-side rules for traditional versus verified accredited private placements, including the 35 non-accredited sophisticated investor limit, general solicitation restrictions, and why transaction exemptions never carry over to resales