Market participants — issuers, BDs, RIAs, institutional investors
**Issuers** — corporations, municipalities, and the US Treasury that sell securities to raise capital. Under the '33 Act an issuer must register a public offering unless exempt (Reg A+, Reg D, intrastate 3(a)(11), municipal 3(a)(2), commercial paper 3(a)(3)).
**Broker-dealers (BDs)** — firms that (a) effect transactions on behalf of others (brokers, agents) or (b) trade for their own account (dealers, principals). Must register under '34 Act §15. Two-hat activity: acting as agent earns a commission; acting as principal earns a mark-up/mark-down.
**Investment Advisers (RIAs)** — provide investment advice for compensation. Federal covered advisers (≥$100M AUM) register with the SEC under the Investment Advisers Act of 1940; smaller advisers register with states.
**Institutional investors** — insurance companies, pension plans, mutual funds, hedge funds, endowments, banks. An 'accredited investor' under Reg D 501(a) includes $1M net worth excluding primary residence, or $200K income ($300K joint) in each of the last two years.
**Other participants:** • **Transfer agents** — record securities ownership changes. • **Clearing firms / DTCC** — net and settle trades (T+1 as of May 2024 per SEA Rule 15c6-1). • **Trustees** — under the Trust Indenture Act of 1939, act for bondholders on public debt > $10M face. • **Municipal advisors** — advise municipalities; registered with SEC and MSRB under Dodd-Frank §975.