Tag Archives: securities

Regulatory Analysis: FINRA Rule 3280 – Private Securities Transactions

The following is part of an occasional series on specific rules and regulations governing financial professions.  This article will analyze FINRA Rule 3280, which governs (and limits) private securities transactions by persons associated with a FINRA member (“associated persons” or “representatives”).  In general, the rule forbids representatives from participating in private securities transactions unless they …

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Definition of a Security: The Investment Contract (Part II)

The following is Part II of my article on investment contracts.  It will analyze the final two elements of the Howey Test: The expectation of profit and profit derived from the efforts of others. Part I can be found here. Expectation of profits As confirmed by the Supreme Court, the definition of “profit” is broad …

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Definition of a Security: The Investment Contract (Part I)

This article is the second in an occasional series on the definition of a “security.”  As I explained previously, when a financial instrument qualifies as a “security,” it becomes subject to an extensive apparatus of securities regulation.  The most notable of this group are the Securities Act of 1933 and the Securities Exchange Act of …

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Definition of a Security: It’s All in the Family (Resemblance Test)

This article is the first in an occasional series on the definition of a “security.”  The answer is important.  When a financial instrument qualifies as a security, it unlocks a set of laws and regulations that would not otherwise apply.  These include two statutes that are discussed extensively below: the Securities Act of 1933 and …

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