The Registration Requirement and Its Key Definitions

What this video covers

• The five statutory definitions that determine whether the Securities Act applies: security, issuer, underwriter, prospectus, and offer
• Why Riley the Rep can violate the registration requirement with a single pre-filing phone call, even if no sale ever closes
• The critical distinction between filing and effectiveness, and what each phase permits (offers, sales, preliminary prospectus, final prospectus)
• Why the offer prohibition is broader than the sale prohibition, and how the exam uses this asymmetry as a trap
• The exact three-phase timeline: prohibited before filing, offers permitted but sales blocked during pending, and everything unlocked after effectiveness
• When a preliminary prospectus may be used versus when a final prospectus must accompany or precede delivery
• The mental checklist to run through on every registration-requirement scenario question: identify the action, check the registration status, then apply the rule