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← Series 63: Regulation of Securities & Issuers
Series 63 practice questionhardExempt Transactions — Existing Security Holders

A corporation offers its existing shareholders the right to purchase additional shares at a discount through a rights offering. The corporation pays its broker-dealer a commission to solicit shareholders. Does this transaction qualify for the existing security holder exemption?

  1. AYes, because it is an offer to existing shareholders
  2. BYes, because rights offerings are always exempt
  3. CNo, because paying a commission for solicitation disqualifies the transaction from this exemption✓ Correct answer
  4. DNo, because the shares are offered at a discount
Explanation

Why C — No, because paying a commission for solicitation disqualifies the transaction from this exemption

Under USA Section 402(b), the existing security holder exemption applies only when no commission or other remuneration is paid directly or indirectly for soliciting the security holders. By paying its broker-dealer a commission to solicit shareholders, the corporation has violated a key condition of the exemption, and the offering must be registered.

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