Exempt Transactions (1933 Act): Rapid Fire

What this video covers

• Why the exemption attaches to the transaction, not the security, and how the same share can be restricted or freely tradable depending on context
• The four Regulation D safe-harbor conditions (integration, information delivery, manner of offering, resale limitations) and what happens when a condition fails
• The verified accredited investor safe harbor versus the private workhorse safe harbor: general solicitation rules, verification requirements, and the 35 non-accredited purchaser cap
• Individual and entity paths to accredited investor status, including the primary residence exclusion, license holders, and the $5 million asset/investment threshold
• Affiliate status based on control, not ownership percentage, and the affiliate-vs-non-affiliate distinction in restricted-share resales
• The restricted-share resale safe harbor: holding periods (6 months reporting, 12 months non-reporting), volume limits (greater of 1% or 4-week average weekly volume), and Form 144 triggers
• QIB thresholds: $100 million in discretionary securities ($10 million for broker-dealers, banks need $25 million audited net worth too), and why individuals never qualify
• Regulation S distribution compliance periods by category, why they are not holding periods, and the anti-fraud liability of the private placement memorandum (PPM) versus strict liability of a prospectus