Uniform Securities Agent State Law (Series 63) Practice Exam

Which items are included in the definition of an offer in securities?

1. Stock dividends

2. Bona fide pledges or loans

3. Gift of assessable stock

4. Acts incident to approved corporate reorganizations

The correct answer is: Gift of assessable stock

The definition of an offer in securities encompasses various transactions or actions that invite someone to purchase or exchange securities. In this context, assessable stock refers to stock that can be subject to future assessments where the purchaser may be required to pay additional amounts to the issuer. When a gift of assessable stock is made, it represents an offer, as it involves transferring ownership of the stock which may entail further financial obligations and expectations on the part of the recipient. Therefore, this formality surrounding assessable stock aligns with the regulatory framework that defines what constitutes an "offer" in the securities field. The other options do not match the typical definition of an offer in securities as closely. While stock dividends and acts related to approved corporate reorganizations may involve securities, these activities often do not represent offers in the sense of soliciting a purchase or providing new ownership interest directly to a recipient. Bona fide pledges or loans, while they may relate to securities transactions, do not constitute an offer since they are primarily about providing collateral or borrowing rather than selling or transferring ownership of securities.