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Series 63: Regulation of Broker-Dealers & Agents
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?

  1. AThe employee represents the issuer in an exempt transaction✓ Correct answer
  2. BEvery employee of every issuer is automatically excluded
  3. CPrivate placements are never subject to state antifraud law
  4. DInstitutional purchasers can never buy through registered agents
Explanation

Why AThe 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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