That's an interesting question. Based on this huge back and forth I think it's a gray area, where the details of the instrument matter a lot: https://www.sec.go

That's an interesting question. Based on this huge back and forth I think it's a gray area, where the details of the instrument matter a lot: https://www.sec.gov/divisions/corpfin/cf-noaction/ticketreserve091103.htm https://www.sec.gov/divisions/corpfin/cf-noaction/ticketrese... I don't know that it's a badly written law so much as one which gives its enforcers and arbiters a lot of latitude to decide its jurisdiction because the bad behavior it's trying to control is so hard to pin down legislatively. The law could certainly be abused, and probably has, but the cases I've read have left me with nothing but admiration for the wisdom and consideration with which it's been applied. And that's despite the fact that I have a generally libertarian bent and a general dislike of over-broad laws.