- isolated nonissuer transactions: secondary non issuer transactions, exempt from Administrator's oversight
- issuer in not receiving proceeds
- trading parties don't trade regularly
- ex. selling a house without a real estate agent
Unsolicited brokerage transactions
- transactions initiated by the client
- agent does not solicit
- Administrator may require customer to acknowledge sale was unsolicited
Underwriter transactions
- transactions between the issuer and underwriter ex. firm commitment underwriting and between underwriters as part of a selling syndicate
- bankruptcy, guardian, or conservator transactions: transactions by an executor, administrator, sheriff, marshal, receiver, guardian, or trustee in a bankruptcy are EXEMPT
- NOT EXEMPT: UGMA or UTMA
- institutional investor transactions: mainly transactions w/ banks, insurance companies, investment companies
- limited offering transactions: any offering sold to no more than 10 persons other than institutional investors during last 12 straight months 1. seller believes noninstitutional buyer(s) buy for investment purpose only 2. do not receive commission for soliciting noninstitutional investors 3. no general solicitation or advertising is used 4. not to be re-sold right after
private placement
- restricts the number of purchasers
USA
- restricts the numbers of offers that may be made
- EXEMPT when 1. no commission is paid for soliciting, 2. number of subscribers not greater than 10, 3. no payment is made to subscriber
transactions with existing security holders
- EXEMPT 1. no commission is paid for soliciting security holder
nonissuer transactions by pledges
- a nonissuer transaction executed by a bona fide pledgee, the one who received the security as a collateral for a loan. Ex. pledge stock as collateral, default on obligation, lender will sell stock to try to recoup his loss
unit secured transactions
- transactions in a bond backed by a mortgage or deed of trust
control transactions
- mergers, consolidations, reorganization transactions. Issuer and other person or its parent/subsidiary are parties
rescission offers
- offers made to rescind an improper transaction
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