Exempt Securities vs. Exempt Transactions

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What this video covers

  • Why exempt securities carry permanent registration exemptions glued to the security itself, while exempt transactions are single-use passes that expire the moment the deal closes
  • The three permanently exempt security classes that matter for the exam: government and bank securities, short-term commercial paper, and insurance and annuity contracts
  • The 9-month maturity rule for short-term commercial paper, why days of grace do not count, and why current transaction funding is required (short maturity alone is never enough)
  • Why a private placement is an exempt transaction, not an exempt security, and what that means for Ingrid the Investor's restricted security and future resale
  • How ordinary trading transactions and post-distribution dealer transactions fit into the exempt transaction category
  • Why Regulation A and Regulation D small offerings trace to the Securities and Exchange Commission (SEC) small-issue rulemaking authority, while Regulation D's no-dollar-limit private placement traces to the private-placement exemption: completely different statutory bases with different resale consequences
  • The exam trap of treating "exempt security" and "exempt transaction" as interchangeable, and why a resale question about a private placement always signals restricted security problems

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