Exemptions From the Private Placement Filing Requirement

What this video covers

• Why the word "solely" makes the institutional buyer exemption all-or-nothing, and how one unqualified buyer destroys the exemption for the entire offering
• The four accredited investor subcategories that qualify for the institutional buyer exemption, and the $5 million asset threshold for entities and trusts
• How the 14 categorical exemptions cluster into three buckets: already-regulated offerings, specific product types, and corporate actions without new consideration
• The two numeric gates for short-term institutional debt: 397 days maximum maturity and $150,000 minimum denominations
• Why the individualized exemption requires a written member application and a showing of good cause, and how it differs from the automatic categorical exemptions
• The critical distinction between a filing exemption and a registration exemption, and why escaping FINRA paperwork does not relieve Securities Act obligations
• How to treat FINRA's list as closed: if a scenario describes a category not explicitly on the list, the offering is not exempt from filing