Private Placement Without a Dollar Limit
Chapters in this video
- 0:00 The most tested safe harbor and its infinite dollar ceiling
- 0:47 Exact definition and the public offering deeming rule
- 1:53 The $10 million small-offering trap side-by-side comparison
- 2:57 The billboard scenario: general solicitation completely banned
- 4:17 Mandatory purchaser rules and general conditions checklist
- 5:15 Exam-day decision matrix: unlimited dollars, zero ads
- 5:43 Rapid-fire recap
What this video covers
- Why the no-solicitation private placement exemption has no dollar limit, and how this distinguishes it from every other Regulation D safe harbor
- The exact definition of this exemption as a safe harbor under the Securities Act's general private offering exemption
- Why the $10,000,000 cap belongs to the small offering exemption only, and how test writers bait you into applying it here
- The complete ban on general solicitation and general advertising, and why this restriction applies no matter how the offering is otherwise structured
- The purchaser-counting and purchaser-qualification rules that must still be satisfied despite the unlimited raise size
- The general conditions that apply across Regulation D: integration, information delivery, the solicitation ban, and resale limits
- How to instantly populate the exam-day decision matrix: unlimited dollars paired with zero advertising
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 82 course also includes adaptive practice questions and spaced-repetition flashcards, available in Free Beta.