Securities RegistrationPregunta 40 de 100
A privately held manufacturer sells its unregistered notes to eight insurance companies and two banks. No general advertising is used. This offering is best described as:
a.A sale of exempt securities, because institutional buyers were involved
b.An exempt transaction, because sales to institutional investors are exempted from the registration requirement
c.Both an exempt security and an exempt transaction
d.Neither exempt nor permissible without state registration
Explicación
This is the classic exempt-security versus exempt-transaction trap. The notes themselves are ordinary corporate securities with no special status, so nothing about the instrument is exempt; what is exempt is the manner of sale, namely a transaction with institutional buyers. Change the buyers to retail investors and the very same notes would require registration, which is exactly what distinguishes a transactional exemption from a security-level one.
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