Electronic Offerings and the General-Solicitation Trap
Chapters in this video
- 0:00 Why Riley's untargeted email blast is a newspaper ad
- 1:47 Electronic does not mean safer, and where the rules actually come from
- 2:38 Why a portal is not just a password, and the timeline trap
- 3:23 The three-step qualifying sequence that actually works
- 3:57 Pre-existing substantive relationships and the checkbox failure
- 4:58 The blimp vs. tombstone boundary: no borrowing safe harbors for private placements
- 6:03 Rapid-fire exam recap
What this video covers
- Why an untargeted email blast or unrestricted website is treated as a newspaper advertisement or broadcast for general-solicitation purposes
- The difference between Securities and Exchange Commission (SEC) rule text and SEC staff guidance on electronic media, and which one the exam tests
- Why a password-protected portal is not sufficient if the offering was already posted before the investor was qualified
- The correct chronological order: qualify the investor, open the account, then post new offerings to the restricted site
- What makes a pre-existing, substantive relationship actually substantive, and why a bare self-certification checkbox fails
- Why facts and circumstances always control, and why a substantive relationship is one way, not the only way, to show no general solicitation
- Why tombstone communications, proposed-offering notices, and generic advertising safe harbors cannot be borrowed for private placements
Read the full lesson, free
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