How Does the Institutional Private-Resale Safe Harbor Support Institutional Private Resales?
Chapters in this video
- 0:00 The QIB safe harbor and the VIP club analogy
- 1:06 Protective theory: institutional sophistication replaces holding periods
- 2:23 Iris the institutional investor: the $100M discretionary securities threshold
- 3:22 Bella the banker: the two-prong bank QIB test
- 3:49 Blake the broker-dealer: the $10M industry exception
- 4:15 Standard deal flow for high-yield bonds and private placements
- 4:47 Post-JOBS Act marketing: offers vs. sales distinction
- 5:42 Restricted-share resale safe harbor vs. QIB safe harbor side-by-side
- 6:36 Rapid-fire exam recap
What this video covers
- Why the QIB safe harbor permits instant resale of restricted securities with zero holding period and zero volume limit, and what protective theory makes that possible
- The exact $100 million discretionary securities threshold for institutional QIBs, and why cash and total assets under management do not count
- The two-prong bank QIB test: $100 million discretionary securities plus $25 million audited net worth, with both prongs mandatory
- Why registered broker-dealers qualify with only $10 million in discretionary securities or through riskless principal transactions for a QIB
- How post-JOBS Act general solicitation is permitted for offers to non-QIBs, while sales must still be limited to persons reasonably believed to be QIBs
- The reasonable belief standard for QIB status, and how it differs from the verified accredited investor safe harbor's verification requirement
- The core distinction between the restricted-share resale safe harbor (when you can sell, with holding periods and volume limits) and the QIB safe harbor (who you can sell to, with no holding periods or volume limits)
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