Counting Purchasers Under the No-Solicitation Private Placement Exemption

What this video covers

• Why the cap is 35 purchasers within any 90-calendar-day period, not "35 purchasers ever," and how the issuer's reasonable belief standard can save a flawed count
• Which purchasers bypass the cap entirely: accredited investors, close relatives sharing a primary residence, and majority-controlled entities
• Why the phrase "35 non-accredited purchasers" is a myth on exam day, and how the real rule language actually works
• When an entity counts as one purchaser versus when you must count each beneficial owner separately (the specific-purpose formation test)
• Why a non-contributory Employee Retirement Income Security Act (ERISA) plan counts as one purchaser only when the trustee makes all investment decisions
• Why discretionary authority does not merge advisory clients or brokerage customers into a single purchaser
• How to apply the reasonable belief standard when documentation is solid but facts later prove otherwise