Red Flags: The Duty to Look Further
Chapters in this video
- 0:00 Riley the Rep and Sam the Sponsor: the two players
- 1:32 What triggers the duty: spotting red flags
- 2:08 Why perfect paperwork cannot override a red flag
- 2:43 The audited, certified financial statement trap
- 3:29 Missing documents and stubborn issuers
- 5:05 Unmasking conflicts of interest: the double violation
- 6:17 Rapid-fire exam recap
What this video covers
- What triggers the duty to look further: any information, public or discovered during investigation, that would alert a prudent person to dig deeper
- Why an audited, certified financial statement does not override red flags, and the Securities and Exchange Commission (SEC) enforcement precedent that proves it
- How reliance on management representations, offering documents, or even due-diligence reports from the issuer's own counsel falls short when red flags are present
- When an issuer's refusal to provide information, orδΊ€δ» of non-responsive or outdated data, becomes its own red flag requiring further steps
- Why a missing Private Placement Memorandum (PPM) is a fact-specific red flag to weigh, never an automatic disqualification or automatic green light
- How exam questions bury double violations: a financial-statement red flag plus an undisclosed conflict of interest in the same fact pattern
- The four-point exam-day checklist for treating "audited" and "certified" as continuing duties, scanning for hidden conflicts, and weighing missing documents
Read the full lesson, free
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