Issuer & Nonissuer Transactions
The entity that creates a security; nonissuer trades are between investors.
What is Issuer & Nonissuer Transactions?
An issuer is any person who issues or proposes to issue a security. In an issuer transaction the proceeds go to the issuer (a primary offering). In a nonissuer transaction - ordinary secondary-market trading - they go to the selling investor.
Issuer & Nonissuer Transactions: a worked example
Buying shares in an IPO is an issuer transaction; buying them on the exchange next week is a nonissuer transaction.
More terms in Uniform Securities Act & Registration
Uniform Securities Act (USA)
The model state securities law most states' 'blue sky' statutes are based on.
State Securities Administrator
The official or agency that enforces a state's securities act.
Person (USA Definition)
Anyone who can be held legally responsible - individuals and organizations.
Investment Adviser (USA Definition)
Advises on securities, as a business, for compensation.
Excluded from the Investment Adviser Definition
Banks, incidental professionals, broker-dealers, and publishers are not advisers at all.
Exemptions from State Adviser Registration
An adviser with no office in the state and only institutional or very few clients there.
De Minimis Exemption
No place of business in the state and fewer than 6 clients there in 12 months.
Federal Covered Adviser
An adviser registered with the SEC rather than the states.
All Uniform Securities Act & Registration terms · Full glossary