Regulatory Filing Requirements and Exemptions

What this video covers

• Why the Securities and Exchange Commission (SEC) never approves or endorses a security, and what disclosure-based registration actually means
• How the three Regulation D safe harbors trade off dollar limits, investor types, and general solicitation permissions
• The difference between an accredited investor (buyer qualification based on wealth or income) and an affiliate (control person like an officer, director, or 10% shareholder)
• Why restricted stock describes how shares were acquired (unregistered) while control stock describes who holds them (an affiliate), and how those labels trigger different resale rules
• The six-month holding period for reporting companies versus twelve months for non-reporting companies, and why the distinction exists
• How affiliate resale volume limits work (the greater of 1% of outstanding shares or average weekly trading volume) and why the notice form is not the ceiling
• What a qualified institutional buyer (QIB) is ($100 million in owned securities), and why QIB-to-QIB trades face no holding periods or volume limits
• How Regulation A tier one ($20 million, no audited financials, state-by-state registration) differs from tier two ($75 million, audited financials, federal preemption of state blue-sky laws)
• Why exempt from registration never means exempt from anti-fraud rules, at either the federal or state level