The QIB Private Resale Safe Harbor
Chapters in this video
- 0:00 The safe harbor: who sells, who buys, and what stays restricted
- 1:54 Four ways to prove QIB status and the 16/18 month clocks
- 3:51 The non-fungibility condition and excluded investment company securities
- 4:57 The right to issuer information for non-reporting companies
- 5:26 Reasonable steps to notify the buyer of the exemption
- 5:49 Top exam day traps: no holding period, securities stay restricted
- 6:42 Rapid-fire recap
What this video covers
- Why the QIB safe harbor is a resale exemption for dealers or holders, not an issuer exemption, and what that means for registration
- How to verify QIB status using four non-exclusive methods and the critical timing differences: 16 months for U.S. purchasers, 18 months for foreign purchasers, and a separate fiscal-year rule for CFO certifications
- What non-fungibility means and why securities interchangeable with an exchange-listed class of the same issuer are excluded from the safe harbor
- Which investment company securities are barred: open-end companies, unit investment trusts, and face-amount certificate companies registered or required to be registered under the Investment Company Act of 1940
- The right to issuer information for non-reporting companies and the seller's duty to notify the buyer that the specific exemption is being relied upon
- Why there is zero holding-period requirement for the seller and how the exam uses this as its biggest trap
- Why resold securities remain restricted after the transaction and stay off-limits to the general public
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