Exchange Act Registration of the Newly Public Issuer
Chapters in this video
- 0:00 Securities Act registers securities, Exchange Act registers company
- 1:38 Exchange-listed registration and Form 8-A three-step timing
- 2:18 Unlisted trading privileges as secondary market mechanism
- 3:14 Asset-and-holder-count path: 2,000 or 500 holders plus 10 million dollar assets
- 4:32 Employee compensation holders excluded from count
- 4:54 Filing deadline and effectiveness timing for slow lane
- 5:21 SEC suspension and revocation trading freeze
- 6:05 Rapid-fire exam recap
What this video covers
- Why the Securities Act of 1933 registers the securities and the Securities Exchange Act of 1934 registers the company, and how an initial public offering (IPO) triggers both back-to-back
- How exchange-listed registration works on Form 8-A, including the three concurrent conditions (Form 8-A filing, exchange certification, Securities Act effectiveness) and why the latest of the three controls
- What unlisted trading privileges (UTP) actually are: a secondary-market trading mechanism, not a primary path into Exchange Act reporting status
- The asset-and-holder-count registration path: the 2,000 holders of record or 500 non-accredited holders alternative, the 10 million dollar asset threshold, and why both conditions must be met together
- Why employee compensation-related holders are excluded from the holder count under the Jumpstart Our Business Startups (JOBS) Act
- The 120-day filing deadline and 60-day effectiveness period for the asset-and-holder-count path
- The consequences of SEC suspension or revocation: no broker or dealer may effect or induce any transaction in the security for up to 12 months, freezing trading entirely
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