Securities & issuers · 9%
Separate security registration, exemptions and antifraud rules
Build a three-layer analysis for the instrument, transaction and continuing conduct obligations.
Classify the instrument first
Determine whether the interest is a security before applying registration and exemption rules.
Check the security and transaction separately
A security may be exempt while the transaction is not, or vice versa. State the basis for each conclusion.
Ethics25%
Communications20%
Agents13%
Broker-dealers12%
Remedies11%
Securities9%
Advisers5%
IARs5%
Remember notice and filing conditions
Federal covered status or an exemption can still involve state notice, fee or consent-to-service requirements.
Antifraud rules remain
Exemption from registration is not permission to omit material facts, deceive investors or engage in manipulative conduct.