Filing Obligations and Prohibited Compensation: Rapid Fire
Chapters in this video
- 0:00 The 15-calendar-day filing clock from first sale
- 1:59 The affirmative duty when no materials exist
- 2:24 Member Notice versus Form D: two regulators, one trap
- 3:20 Confidentiality does not make filing optional
- 3:24 The 14 exempt categories and the solely trap
- 4:13 Filing exemption is not registration exemption
- 5:01 Short-term debt: 397 days and $150,000 denominations
- 5:41 Member private offering rule versus standard notice
- 6:08 Substance over label for unregistered compensation
- 7:30 The foreign finder exception: dual foreign status required
- 8:00 Rapid-fire exam recap
What this video covers
- Why the 15-calendar-day filing or notification deadline runs from the date of first sale, not launch or document finalization, and why weekends and holidays count
- How the duty to notify persists even when zero written materials were used, requiring affirmative notification that none were used
- The distinction between Riley's Member Notice filed with the Financial Industry Regulatory Authority and Sam's Form D filed with the Securities and Exchange Commission, including which deadline rolls off weekends
- The 14 closed exempt categories and why the word solely means exclusively all or nothing, with no partial credit for mostly institutional buyers
- Why a filing exemption is not a registration exemption, and what good cause shown actually means for individualized exemptions
- The 397-day maturity and $150,000 denomination dual conditions for the short-term privately placed debt exemption
- When the member private offering rule applies versus when the standard notice filing applies, based on whether the member or a control entity is the issuer
- Why prohibited compensation is judged on substance not label, and the three-step affirmative burden firms must satisfy before paying any unregistered person
- The foreign finder exception and why foreign status is required on both the finder side and the customer side
Read the full lesson, free
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