Series 63 practice questioneasyIssuer Transactions—Agent Registration
An employee of ABC Corp. represents the issuer in a private placement that qualifies as an exempt transaction under the Uniform Securities Act. Why is the employee generally excluded from the definition of agent for those sales?
- AThe employee represents the issuer in an exempt transaction✓ Correct answer
- BEvery employee of every issuer is automatically excluded
- CPrivate placements are never subject to state antifraud law
- DInstitutional purchasers can never buy through registered agents
Explanation
Why A — The employee represents the issuer in an exempt transaction
An individual representing an issuer is excluded from the definition of agent when effecting specified exempt transactions, including the qualifying private-placement or institutional transaction described. Merely representing the issuer is not enough; the exempt transaction is the operative fact.
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