cfr_sections
Data license: Public Domain (U.S. Government data) · Data source: Federal Register API & Regulations.gov API
214 rows where part_number = 230 and title_number = 17 sorted by section_id
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| section_id ▼ | title_number | title_name | chapter | subchapter | part_number | part_name | subpart | subpart_name | section_number | section_heading | agency | authority | source_citation | amendment_citations | full_text |
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| 17:17:3.0.1.1.13.0.39.1 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.100 Definitions of terms used in the rules and regulations. | SEC | [2 FR 1076, May 26, 1937, as amended at 21 FR 7566, Oct. 3, 1956; 58 FR 14669, Mar. 18, 1993] | (a) As used in the rules and regulations prescribed in this part by the Securities and Exchange Commission pursuant to the Securities Act of 1933, unless the context otherwise requires: (1) The term Commission means the Securities and Exchange Commission. (2) The term Act means the Securities Act of 1933. (3) The term rules and regulations refers to all rules and regulations adopted by the Commission pursuant to the Act, including the forms and accompanying instructions thereto. (4) The term registrant means the issuer of securities for which a registration statement is filed. (5) The term agent for service means the person authorized in the registration statement to receive notices and communications from the Commission. (6) The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 101, 901, 902 or 903 of Regulation S-T (§§ 232.101, 232.901, 232.902 or 232.903 of this chapter, respectively). (7) The term electronic filing means a document under the federal securities laws that is transmitted or delivered to the Commission in electronic format. (b) Unless otherwise specifically provided, the terms used in this part shall have the meanings defined in the act. (c) A rule in the general rules and regulations which defines a term without express reference to the Act or to the rules and regulations or to a portion thereof defines such term for all purposes as used both in the Act and in the rules and regulations, unless the context otherwise requires. | ||||||
| 17:17:3.0.1.1.13.0.39.10 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.134 Communications not deemed a prospectus. | SEC | [70 FR 44800, Aug. 3, 2005, as amended at 76 FR 46617, Aug. 3, 2011; 85 FR 33352, June 1, 2020] | Except as provided in paragraphs (e) and (g) of this section, the terms “prospectus” as defined in section 2(a)(10) of the Act or “free writing prospectus” as defined in Rule 405 (§ 230.405) shall not include a communication limited to the statements required or permitted by this section, provided that the communication is published or transmitted to any person only after a registration statement relating to the offering that includes a prospectus satisfying the requirements of section 10 of the Act (except as otherwise permitted in paragraph (a) of this section) has been filed. (a) Such communication may include any one or more of the following items of information, which need not follow the numerical sequence of this paragraph, provided that, except as to paragraphs (a)(4) through (6) of this section, the prospectus included in the filed registration statement does not have to include a price range otherwise required by rule: (1) Factual information about the legal identity and business location of the issuer limited to the following: the name of the issuer of the security, the address, phone number, and e-mail address of the issuer's principal offices and contact for investors, the issuer's country of organization, and the geographic areas in which it conducts business; (2) The title of the security or securities and the amount or amounts being offered, which title may include a designation as to whether the securities are convertible, exercisable, or exchangeable, and as to the ranking of the securities; (3) A brief indication of the general type of business of the issuer, limited to the following: (i) In the case of a manufacturing company, the general type of manufacturing, the principal products or classes of products manufactured, and the segments in which the company conducts business; (ii) In the case of a public utility company, the general type of services rendered, a brief indication of the area served, and the segments in which the company conducts business; (iii) In the case of an asset-back… | ||||||
| 17:17:3.0.1.1.13.0.39.11 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.134a Options material not deemed a prospectus. | SEC | [47 FR 41955, Sept. 23, 1982, as amended at 49 FR 12688, Mar. 30, 1984] | Written materials, including advertisements, relating to standardized options, as that term is defined in Rule 9b-1 under the Securities Exchange Act of 1934, shall not be deemed to be a prospectus for the purposes of section 2(10) of the Securities Act of 1933; Provided, That such materials are limited to explanatory information describing the general nature of the standardized options markets or one or more strategies; And, Provided further, That: (a) The potential risks related to options trading generally and to each strategy addressed are explained; (b) No past or projected performance figures, including annualized rates of return are used; (c) No recommendation to purchase or sell any option contract is made; (d) No specific security is identified, other than (1) An option or other security exempt from registration under the Act, or (2) An index option, including the component securities of the index; and (e) If there is a definitive options disclosure document, as defined in Rule 9b-1 under the Securities Exchange Act of 1934, the materials shall contain the name and address of a person or persons from whom a copy of such document may be obtained. | ||||||
| 17:17:3.0.1.1.13.0.39.12 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.134b Statements of additional information. | SEC | [67 FR 19868, Apr. 23, 2002] | For the purpose only of Section 5(b) of the Act (15 U.S.C. 77e(b)), the term “prospectus” as defined in Section 2(a)(10) of the Act (15 U.S.C. 77b(a)(10)) does not include a Statement of Additional Information filed as part of a registration statement on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and § 274.11a-1 of this chapter), Form N-3 (§§ 239.17a and 274.11b of this chapter), Form N-4 (§§ 239.17b and 274.11c of this chapter), or Form N-6 (§§ 239.17c and 274.11d of this chapter) transmitted prior to the effective date of the registration statement if it is accompanied or preceded by a preliminary prospectus meeting the requirements of § 230.430. | ||||||
| 17:17:3.0.1.1.13.0.39.13 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.135 Notice of proposed registered offerings. | SEC | [64 FR 61449, Nov. 10, 1999] | (a) When notice is not an offer. For purposes of section 5 of the Act (15 U.S.C. 77e) only, an issuer or a selling security holder (and any person acting on behalf of either of them) that publishes through any medium a notice of a proposed offering to be registered under the Act will not be deemed to offer its securities for sale through that notice if: (1) Legend. The notice includes a statement to the effect that it does not constitute an offer of any securities for sale; and (2) Limited notice content. The notice otherwise includes no more than the following information: (i) The name of the issuer; (ii) The title, amount and basic terms of the securities offered; (iii) The amount of the offering, if any, to be made by selling security holders; (iv) The anticipated timing of the offering; (v) A brief statement of the manner and the purpose of the offering, without naming the underwriters; (vi) Whether the issuer is directing its offering to only a particular class of purchasers; (vii) Any statements or legends required by the laws of any state or foreign country or administrative authority; and (viii) In the following offerings, the notice may contain additional information, as follows: (A) Rights offering. In a rights offering to existing security holders: ( 1 ) The class of security holders eligible to subscribe; ( 2 ) The subscription ratio and expected subscription price; ( 3 ) The proposed record date; ( 4 ) The anticipated issuance date of the rights; and ( 5 ) The subscription period or expiration date of the rights offering. (B) Offering to employees. In an offering to employees of the issuer or an affiliated company: ( 1 ) The name of the employer; ( 2 ) The class of employees being offered the securities; ( 3 ) The offering price; and ( 4 ) The duration of the offering period. (C) Exchange offer. In an exchange offer: ( 1 ) The basic terms of the exchange offer; ( 2 ) The name of the subject company; ( 3 ) The subject class of securities sought in the exchange offe… | ||||||
| 17:17:3.0.1.1.13.0.39.14 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.135a Generic advertising. | SEC | [37 FR 10073, May 19, 1972, as amended at 37 FR 10931, June 1, 1972] | (a) For the purposes only of section 5 of the Act, a notice, circular, advertisement, letter, sign, or other communication, published or transmitted to any person which does not specifically refer by name to the securities of a particular investment company, to the investment company itself, or to any other securities not exempt under section 3(a) of the Act, will not be deemed to offer any security for sale, provided: (1) Such communication is limited to any one or more of the following: (i) Explanatory information relating to securities of investment companies generally or to the nature of investment companies, or to services offered in connection with the ownership of such securities, (ii) The mention or explanation of investment companies of different generic types or having various investment objectives, such as balanced funds, growth funds, income funds, leveraged funds, specialty funds, variable annuities, bond funds, and no-load funds, (iii) Offers, descriptions, and explanation of various products and services not constituting a security subject to registration under the Act: Provided, That such offers, descriptions, and explanations do not relate directly to the desirability of owning or purchasing a security issued by a registered investment company, (iv) Invitation to inquire for further information, and (2) Such communication contains the name and address of a registered broker or dealer or other person sponsoring the communication. (b) If such communication contains a solicitation of inquiries and prospectuses for investment company securities are to be sent or delivered in response to such inquiries, the number of such investment companies and, if applicable, the fact that the sponsor of the communication is the principal underwriter or investment adviser in respect to such investment companies shall be stated. (c) With respect to any communication describing any type of security, service, or product, the broker, dealer, or other person sponsoring such communication must offer for sale… | ||||||
| 17:17:3.0.1.1.13.0.39.15 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.135b Materials not deemed an offer to sell or offer to buy nor a prospectus. | SEC | [67 FR 228, Jan. 2, 2002] | Materials meeting the requirements of § 240.9b-1 of this chapter shall not be deemed an offer to sell or offer to buy a security for purposes solely of Section 5 (15 U.S.C. 77e) of the Act, nor shall such materials be deemed a prospectus for purposes of Sections 2(a)(10) and 12(a)(2) (15 U.S.C. 77b(a)(10) and 77 l (a)(2)) of the Act, even if such materials are referred to in, deemed to be incorporated by reference into, or otherwise in any manner deemed to be a part of a Form S-20 prospectus. | ||||||
| 17:17:3.0.1.1.13.0.39.16 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.135c Notice of certain proposed unregistered offerings. | SEC | [59 FR 21649, Apr. 26, 1994] | (a) For the purposes only of section 5 of the Act, a notice given by an issuer required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 or a foreign issuer that is exempt from registration under the Securities Exchange Act of 1934 pursuant to § 240.12g3-2(b) of this chapter that it proposes to make, is making or has made an offering of securities not registered or required to be registered under the Act shall not be deemed to offer any securities for sale if: (1) Such notice is not used for the purpose of conditioning the market in the United States for any of the securities offered; (2) Such notice states that the securities offered will not be or have not been registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements; and (3) Such notice contains no more than the following additional information: (i) The name of the issuer; (ii) The title, amount and basic terms of the securities offered, the amount of the offering, if any, made by selling security holders, the time of the offering and a brief statement of the manner and purpose of the offering without naming the underwriters; (iii) In the case of a rights offering to security holders of the issuer, the class of securities the holders of which will be or were entitled to subscribe to the securities offered, the subscription ratio, the record date, the date upon which the rights are proposed to be or were issued, the term or expiration date of the rights and the subscription price, or any of the foregoing; (iv) In the case of an offering of securities in exchange for other securities of the issuer or of another issuer, the name of the issuer and the title of the securities to be surrendered in exchange for the securities offered, the basis upon which the exchange may be made, or any of the foregoing; (v) In the case of an offering to employees of the issuer or to employees of any affiliate of the issuer, the name of the … | ||||||
| 17:17:3.0.1.1.13.0.39.17 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.135d Communications involving security-based swaps. | SEC | [83 FR 2056, Jan. 16, 2018] | (a) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), the publication or distribution of quotes relating to security-based swaps that may be purchased only by persons who are eligible contract participants (as defined in Section 1a(18) of the Commodity Exchange Act (7 U.S.C. 1a(18))) and are traded or processed on or through a trading system or platform that either is registered as a national securities exchange under Section 6(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78f(a)) or as a security-based swap execution facility under Section 3D(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78c-4(a)), or is exempt from registration as a security-based swap execution facility under Section 3D(a) of the Securities Exchange Act of 1934 pursuant to a rule, regulation, or order of the Commission shall not be deemed to constitute an offer, an offer to sell, or a solicitation of an offer to buy or purchase any security-based swap or any guarantee of such security-based swap that is a security; and (b) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), a broker, dealer, or security-based swap dealer's publication or distribution of a research report (as defined in § 230.139(d)) that discusses security-based swaps that may be purchased only by persons who are eligible contract participants (as defined in Section 1a(18) of the Commodity Exchange Act (7 U.S.C. 1a(18))) shall not be deemed to constitute an offer, an offer to sell, or a solicitation of an offer to buy or purchase any security-based swap or any guarantee of such security-based swap that is a security, provided that the broker, dealer, or security-based swap dealer publishes or distributes research reports on the issuer underlying the security-based swap or its securities in the regular course of its business and the publication or distribution of the research report does not represent the initiation of publication of research reports about such issuer or its securities or the reinitiation of such publication following disc… | ||||||
| 17:17:3.0.1.1.13.0.39.18 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.135e Offshore press conferences, meetings with issuer representatives conducted offshore, and press-related materials released offshore. | SEC | [62 FR 53954, Oct. 17, 1997] | (a) For the purposes only of Section 5 of the Act (15 U.S.C. 77e), an issuer that is a foreign private issuer (as defined in § 230.405) or a foreign government issuer, a selling security holder of the securities of such issuers, or their representatives will not be deemed to offer any security for sale by virtue of providing any journalist with access to its press conferences held outside of the United States, to meetings with issuer or selling security holder representatives conducted outside of the United States, or to written press-related materials released outside the United States, at or in which a present or proposed offering of securities is discussed, if: (1) The present or proposed offering is not being, or to be, conducted solely in the United States; An offering will be considered not to be made solely in the United States under this paragraph (a)(1) only if there is an intent to make a bona fide offering offshore. (2) Access is provided to both U.S. and foreign journalists; and (3) Any written press-related materials pertaining to transactions in which any of the securities will be or are being offered in the United States satisfy the requirements of paragraph (b) of this section. (b) Any written press-related materials specified in paragraph (a)(3) of this section must: (1) State that the written press-related materials are not an offer of securities for sale in the United States, that securities may not be offered or sold in the United States absent registration or an exemption from registration, that any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements; (2) If the issuer or selling security holder intends to register any part of the present or proposed offering in the United States, include a statement regarding this intention; and (3) Not include any purchase order… | ||||||
| 17:17:3.0.1.1.13.0.39.19 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.136 Definition of certain terms in relation to assessable stock. | SEC | [24 FR 6386, Aug. 8, 1959] | (a) An offer, offer to sell, or offer for sale of securities shall be deemed to be made to the holders of assessable stock of a corporation when such corporation shall give notice of an assessment to the holders of such assessable stock. A sale shall be deemed to occur when a stockholder shall pay or agree to pay all or any part of such an assessment. (b) The term transactions by any person other than an issuer, underwriter or dealer in section 4(1) of the Act shall not be deemed to include the offering or sale of assessable stock, at public auction or otherwise, upon the failure of the holder of such stock to pay an assessment levied thereon by the issuer, where the offer or sale is made for the purpose of realizing the amount of the assessment and any of the proceeds of such sale are to be received by the issuer. However, any person whose functions are limited to acting as auctioneer at such an auction sale shall not be deemed to be an underwriter of the securities offered or sold at the auction sale. Any person who acquires assessable stock at any such public auction or other sale with a view to the distribution thereof shall be deemed to be an underwriter of such assessable stock. (c) The term assessable stock means stock which is subject to resale by the issuer pursuant to statute or otherwise in the event of a failure of the holder of such stock to pay any assessment levied thereon. | ||||||
| 17:17:3.0.1.1.13.0.39.2 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.110 Business hours of the Commission. | SEC | [58 FR 14669, Mar. 18, 1993, as amended at 60 FR 26615, May 17, 1995; 65 FR 24799, Apr. 27, 2000; 68 FR 25798, May 13, 2003; 73 FR 967, Jan. 4, 2008; 88 FR 12209, Feb. 27, 2023] | (a) General. The principal office of the Commission, at 100 F Street, NE., Washington, DC 20549, is open each day, except Saturdays, Sundays, and Federal holidays, from 9 a.m. to 5:30 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect, provided that hours for the filing of documents pursuant to the Act or the rules and regulations thereunder are as set forth in paragraphs (b), (c) and (d) of this section. (b) Submissions made in paper. Paper documents filed with or otherwise furnished to the Commission may be submitted each day, except Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect. (c) Filings by direct transmission. Filings made by direct transmission may be submitted to the Commission each day, except Saturdays, Sundays, and Federal holidays, from 6 a.m. to 10 p.m., Eastern Standard Time or Eastern Daylight Saving Time, whichever is currently in effect. (d) Filings by facsimile. Registration statements and post-effective amendments thereto filed by facsimile transmission pursuant to Rule 462(b) (§ 230.462(b)) and Rule 455 (§ 230.455) may be filed with the Commission each day, except Saturdays, Sundays and federal holidays, from 5:30 p.m. to 10 p.m., Eastern Standard Time or Eastern Daylight Savings Time, whichever is currently in effect. | ||||||
| 17:17:3.0.1.1.13.0.39.20 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.137 Publications or distributions of research reports by brokers or dealers that are not participating in an issuer's registered distribution of securities. | SEC | [70 FR 44802, Aug. 3, 2005] | Under the following conditions, the terms “offers,” “participates,” or “participation” in section 2(a)(11) of the Act shall not be deemed to apply to the publication or distribution of research reports with respect to the securities of an issuer which is the subject of an offering pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective: (a) The broker or dealer (and any affiliate) that has distributed the report and, if different, the person (and any affiliate) that has published the report have not participated, are not participating, and do not propose to participate in the distribution of the securities that are or will be the subject of the registered offering. (b) In connection with the publication or distribution of the research report, the broker or dealer (and any affiliate) that has distributed the report and, if different, the person (and any affiliate) that has published the report are not receiving and have not received consideration directly or indirectly from, and are not acting under any direct or indirect arrangement or understanding with: (1) The issuer of the securities; (2) A selling security holder; (3) Any participant in the distribution of the securities that are or will be the subject of the registration statement; or (4) Any other person interested in the securities that are or will be the subject of the registration statement. Instruction to § 230.137(b). This paragraph (b) does not preclude payment of: 1. The regular price being paid by the broker or dealer for independent research, so long as the conditions of this paragraph (b) are satisfied; or 2. The regular subscription or purchase price for the research report. Instruction to § 230.137(b). This paragraph (b) does not preclude payment of: 1. The regular price being paid by the broker or dealer for independent research, so long as the conditions of this paragraph (b) are satisfied; or 2. The regular subscription or purchase price for the research report. (c) The bro… | ||||||
| 17:17:3.0.1.1.13.0.39.21 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.138 Publications or distributions of research reports by brokers or dealers about securities other than those they are distributing. | SEC | [70 FR 44802, Aug. 3, 2005, as amended at 73 FR 967, Jan. 4, 2008; 76 FR 46617, Aug. 3, 2011; 85 FR 33352, June 1, 2020] | (a) Registered offerings. Under the following conditions, a broker's or dealer's publication or distribution of research reports about securities of an issuer shall be deemed for purposes of sections 2(a)(10) and 5(c) of the Act not to constitute an offer for sale or offer to sell a security which is the subject of an offering pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective, even if the broker or dealer is participating or will participate in the registered offering of the issuer's securities: (1)(i) The research report relates solely to the issuer's common stock, or debt securities or preferred stock convertible into its common stock, and the offering involves solely the issuer's non-convertible debt securities or non-convertible, non-participating preferred stock; or (ii) The research report relates solely to the issuer's non-convertible debt securities or non-convertible, non-participating preferred stock, and the offering involves solely the issuer's common stock, or debt securities or preferred stock convertible into its common stock. (iii) Note: If the issuer has filed a shelf registration statement under § 230.415(a)(1)(x) (Rule 415(a)(1)(x)) or pursuant to General Instruction I.D. of Form S-3, General Instruction I.C. of Form F-3 (§ 239.13 or § 239.33 of this chapter), or pursuant to General Instructions A.2 and B of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) with respect to multiple classes of securities, the conditions of paragraph (a)(1) of this section must be satisfied for the offering in which the broker or dealer is participating or will participate. (2) The issuer as of the date of reliance on this section: (i)(A) Is required to file reports, and has filed all periodic reports required during the preceding 12 months (or such shorter time that the issuer was required to file such reports) on Forms 10-K (§ 249.310 of this chapter), 10-Q (§ 249.308a of this chapter), and 20-F (§ 249.220f of this chapter) pursuant to Section 13 o… | ||||||
| 17:17:3.0.1.1.13.0.39.22 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.139 Publications or distributions of research reports by brokers or dealers distributing securities. | SEC | [70 FR 44803, Aug. 3, 2005, as amended at 71 FR 7413, Feb. 13, 2006; 73 FR 967, Jan. 4, 2008; 76 FR 46617, Aug. 3, 2011; 83 FR 64220, Dec. 13, 2018] | (a) Registered offerings. Under the conditions of paragraph (a)(1) or (2) of this section, a broker's or dealer's publication or distribution of a research report about an issuer or any of its securities shall be deemed for purposes of sections 2(a)(10) and 5(c) of the Act not to constitute an offer for sale or offer to sell a security that is the subject of an offering pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective, even if the broker or dealer is participating or will participate in the registered offering of the issuer's securities. For purposes of the Fair Access to Investment Research Act of 2017 [Pub. L. 115-66, 131 Stat. 1196 (2017)], a safe harbor has been established for covered investment fund research reports, and the specific terms of that safe harbor are set forth in § 230.139b. (1) Issuer-specific research reports. (i) The issuer either: (A)( 1 ) At the later of the time of filing its most recent Form S-3 (§ 239.13 of this chapter) or Form F-3 (§ 239.33 of this chapter) or the time of its most recent amendment to such registration statement for purposes of complying with section 10(a)(3) of the Act or, if no Form S-3 or Form F-3 has been filed, at the date of reliance on this section, meets the registrant requirements of such Form S-3 or Form F-3 and: ( i ) At such date, meets the minimum float provisions of General Instruction I.B.1 of such Forms; or ( ii ) At the date of reliance on this section, is, or if a registration statement has not been filed, will be, offering non-convertible securities, other than common equity, and meets the requirements for the General Instruction I.B.2. of Form S-3 or Form F-3 (referenced in 17 CFR 239.13 and 17 CFR 239.33 of this chapter); or ( iii ) At the date of reliance on this section is a well-known seasoned issuer as defined in Rule 405 (§ 230.405), other than a majority-owned subsidiary that is a well-known seasoned issuer by virtue of paragraph (1)(ii) of the definition of well-known seasoned… | ||||||
| 17:17:3.0.1.1.13.0.39.23 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.139a Publications by brokers or dealers distributing asset-backed securities. | SEC | [70 FR 1615, Jan. 7, 2005, as amended at 70 FR 44804, Aug. 3, 2005; 79 FR 57328, Sept. 24, 2014] | The publication or distribution by a broker or dealer of information, an opinion or a recommendation with respect to asset-backed securities meeting the criteria of Form SF-3 (§ 239.45 of this chapter) (“SF-3 ABS”) shall not be deemed to constitute an offer for sale or offer to sell SF-3 ABS registered or proposed to be registered for purposes of sections 2(a)(10) and 5(c) of the Act (15 U.S.C. 77b(a)(10) and 77e(c)) (the “registered securities”), even if such broker or dealer is or will be a participant in the distribution of the registered securities, if the following conditions are met: (a) The broker or dealer shall have previously published or distributed with reasonable regularity information, opinions or recommendations relating to SF-3 ABS backed directly (or, with respect to securitizations of other securities, indirectly) by substantially similar collateral as that directly or indirectly backing SF-3 ABS that is the subject of the information, opinion or recommendation that is proposed to be published or distributed. (b) If the registered securities are proposed to be offered, offered or part of an unsold allotment or subscription, the information, opinion or recommendation shall not: (1) Identify the registered securities; (2) Give greater prominence to specific structural or collateral-related attributes of the registered securities than it gives to the same attributes of other asset-backed securities that it mentions; or (3) Contain any ABS informational and computational material (as defined in § 229.1101 of this chapter) relating to the registered securities. (c) Sufficient information is available from one or more public sources to provide a reasonable basis for the view expressed by the broker or dealer with respect to the asset-backed securities that are the subject of the information, opinion or recommendation. (d) If the material published by the broker or dealer identifies asset-backed securities backed directly or indirectly by substantially similar collateral as that directly or in… | ||||||
| 17:17:3.0.1.1.13.0.39.24 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.139b Publications or distributions of covered investment fund research reports by brokers or dealers distributing securities. | SEC | [83 FR 64220, 64222, Dec. 13, 2018] | (a) Registered offerings. Under the conditions of paragraph (a)(1) or (2) of this section, the publication or distribution of a covered investment fund research report by a broker or dealer that is not an investment adviser to the covered investment fund and is not an affiliated person of the investment adviser to the covered investment fund shall be deemed for purposes of sections 2(a)(10) and 5(c) of the Act not to constitute an offer for sale or offer to sell a security that is the subject of an offering pursuant to a registration statement of the covered investment fund that is effective, even if the broker or dealer is participating or may participate in the registered offering of the covered investment fund's securities. This section does not affect the availability of any other exemption or exclusion from sections 2(a)(10) or 5(c) of the Act available to the broker or dealer. (1) Issuer-specific research reports. (i) At the date of reliance on this section: (A) The covered investment fund: ( 1 ) Has been subject to the reporting requirements of section 30 of the Investment Company Act of 1940 (the “Investment Company Act”) (15 U.S.C. 80a-29) for a period of at least 12 calendar months and has filed in a timely manner all of the reports required, as applicable, to be filed for the immediately preceding 12 calendar months on Forms N-CSR (§§ 249.331 and 274.128 of this chapter), N-PORT (§ 274.150 of this chapter), N-MFP (§ 274.201 of this chapter), and N-CEN (§§ 249.330 and 274.101 of this chapter) pursuant to section 30 of the Investment Company Act; or ( 2 ) If the covered investment fund is not a registered investment company under the Investment Company Act, has been subject to the reporting requirements of section 13 or section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78m or 78o(d)) for a period of at least 12 calendar months and has filed in a timely manner all of the reports required to be filed for the immediately preceding 12 calendar months on Forms 10-… | ||||||
| 17:17:3.0.1.1.13.0.39.25 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.140 Definition of “distribution” in section 2(11) for certain transactions. | SEC | [24 FR 6386, Aug. 8, 1959] | A person, the chief part of whose business consists of the purchase of the securities of one issuer, or of two or more affiliated issuers, and the sale of its own securities, including the levying of assessments on its assessable stock and the resale of such stock upon the failure of the holder thereof to pay any assessment levied thereon, to furnish the proceeds with which to acquire the securities of such issuer or affiliated issuers, is to be regarded as engaged in the distribution of the securities of such issuer or affiliated issuers within the meaning of section 2(11) of the Act. | ||||||
| 17:17:3.0.1.1.13.0.39.26 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.141 Definition of “commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions” in section 2(11), for certain transactions. | SEC | [2 FR 1075, May 26, 1937] | (a) The term commission in section 2(11) of the Act shall include such remuneration, commonly known as a spread, as may be received by a distributor or dealer as a consequence of reselling securities bought from an underwriter or dealer at a price below the offering price of such securities, where such resales afford the distributor or dealer a margin of profit not in excess of what is usual and customary in such transactions. (b) The term commission from an underwriter or dealer in section 2(11) of the Act shall include commissions paid by an underwriter or dealer directly or indirectly controlling or controlled by, or under direct or indirect common control with the issuer. (c) The term usual and customary distributors' or sellers' commission in section 2(11) of the Act shall mean a commission or remuneration, commonly known as a spread, paid to or received by any person selling securities either for his own account or for the account of others, which is not in excess of the amount usual and customary in the distribution and sale of issues of similar type and size; and not in excess of the amount allowed to other persons, if any, for comparable service in the distribution of the particular issue; but such term shall not include amounts paid to any person whose function is the management of the distribution of all or a substantial part of the particular issue, or who performs the functions normally performed by an underwriter or underwriting syndicate. | ||||||
| 17:17:3.0.1.1.13.0.39.27 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.142 Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions. | SEC | [3 FR 3015, Dec. 16, 1938] | (a) The terms participates and participation in section 2(11) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b) shall not include the interest of a person (1) who is not in privity of contract with the issuer nor directly or indirectly controlling, controlled by, or under common control with, the issuer, and (2) who has no association with any principal underwriter of the securities being distributed, and (3) whose function in the distribution is confined to an undertaking to purchase all or some specified proportion of the securities remaining unsold after the lapse of some specified period of time, and (4) who purchases such securities for investment and not with a view to distribution. (b) As used in this section: (1) The term issuer shall have the meaning defined in section 2(4) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b) and in the last sentence of section 2(11). (2) The term association shall include a relationship between two persons under which one: (i) Is directly or indirectly controlling, controlled by, or under common control with, the other, or (ii) Has, in common with the other, one or more partners, officers, directors, trustees, branch managers, or other persons occupying a similar status or performing similar functions, or (iii) Has a participation, direct or indirect, in the profits of the other, or has a financial stake, by debtor-creditor relationship, stock ownership, contract or otherwise, in the income or business of the other. (3) The term principal underwriter shall have the meaning defined in § 230.405. For interpretative release applicable to § 230.142, see No. 1862 in tabulation, part 231, of this chapter. | ||||||
| 17:17:3.0.1.1.13.0.39.28 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.143 Definition of “has purchased”, “sells for”, “participates”, and “participation”, as used in section 2(11), in relation to certain transactions of foreign governments for war purposes. | SEC | [6 FR 2052, Apr. 23, 1941] | The terms has purchased, sells for, participates, and participation, in section 2(11) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b), shall not be deemed to apply to any action of a foreign government in acquiring, for war purposes and by or in anticipation of the exercise of war powers, from any person subject to its jurisdiction securities of a person organized under the laws of the United States or any State or Territory, or in disposing of such securities with a view to their distribution by underwriters in the United States, notwithstanding the fact that the price to be paid to such foreign government upon the disposition of such securities by it may be measured by or may be in direct or indirect relation to such price as may be realized by the underwriters. | ||||||
| 17:17:3.0.1.1.13.0.39.29 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.144 Persons deemed not to be engaged in a distribution and therefore not underwriters. | SEC | [37 FR 596, Jan. 14, 1972] | Certain basic principles are essential to an understanding of the registration requirements in the Securities Act of 1933 (the Act or the Securities Act) and the purposes underlying Rule 144: 1. If any person sells a non-exempt security to any other person, the sale must be registered unless an exemption can be found for the transaction. 2. Section 4(1) of the Securities Act provides one such exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” Therefore, an understanding of the term “underwriter” is important in determining whether or not the Section 4(1) exemption from registration is available for the sale of the securities. The term “underwriter” is broadly defined in Section 2(a)(11) of the Securities Act to mean any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates, or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking. The interpretation of this definition traditionally has focused on the words “with a view to” in the phrase “purchased from an issuer with a view to * * * distribution.” An investment banking firm which arranges with an issuer for the public sale of its securities is clearly an “underwriter” under that section. However, individual investors who are not professionals in the securities business also may be “underwriters” if they act as links in a chain of transactions through which securities move from an issuer to the public. Since it is difficult to ascertain the mental state of the purchaser at the time of an acquisition of securities, prior to and since the adoption of Rule 144, subsequent acts and circumstances have been considered to determine whether the purchaser took the securities “with a view to distribution” at the time of the acquisition. Emphasis has been placed on factors such as the length of time the person held the se… | ||||||
| 17:17:3.0.1.1.13.0.39.3 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.111 Payment of filing fees. | SEC | [86 FR 70199, Dec. 9, 2021] | All payments of filing fees for registration statements under the Act shall be made by wire transfer, debit card, or credit card or via the Automated Clearing House Network. There will be no refunds. Payment of filing fees required by this section shall be made in accordance with the directions set forth in § 202.3a of this chapter. | ||||||
| 17:17:3.0.1.1.13.0.39.30 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.144A Private resales of securities to institutions. | SEC | [55 FR 17945, Apr. 30, 1990, as amended at 57 FR 48722, Oct. 28, 1992; 78 FR 44804, July 24, 2013; 85 FR 64276, Oct. 9, 2020] | 1. This section relates solely to the application of section 5 of the Act and not to antifraud or other provisions of the federal securities laws. 2. Attempted compliance with this section does not act as an exclusive election; any seller hereunder may also claim the availability of any other applicable exemption from the registration requirements of the Act. 3. In view of the objective of this section and the policies underlying the Act, this section is not available with respect to any transaction or series of transactions that, although in technical compliance with this section, is part of a plan or scheme to evade the registration provisions of the Act. In such cases, registration under the Act is required. 4. Nothing in this section obviates the need for any issuer or any other person to comply with the securities registration or broker-dealer registration requirements of the Securities Exchange Act of 1934 (the Exchange Act ), whenever such requirements are applicable. 5. Nothing in this section obviates the need for any person to comply with any applicable state law relating to the offer or sale of securities. 6. Securities acquired in a transaction made pursuant to the provisions of this section are deemed to be restricted securities within the meaning of § 230.144(a)(3) of this chapter. 7. The fact that purchasers of securities from the issuer thereof may purchase such securities with a view to reselling such securities pursuant to this section will not affect the availability to such issuer of an exemption under section 4(a)(2) of the Act, or Regulation D under the Act, from the registration requirements of the Act. (a) Definitions. (1) For purposes of this section, qualified institutional buyer shall mean: (i) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity: (A) Any insur… | ||||||
| 17:17:3.0.1.1.13.0.39.31 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.145 Reclassification of securities, mergers, consolidations and acquisitions of assets. | SEC | [37 FR 23636, Nov. 7, 1972, as amended at 49 FR 5921, Feb. 16, 1984; 50 FR 19016, May 6, 1985; 50 FR 48382, Nov. 25, 1985; 55 FR 17944, Apr. 30, 1990; 62 FR 9245, Feb. 28, 1997; 64 FR 61449, Nov. 10, 1999; 72 FR 71570, Dec. 17, 2007; 78 FR 44769, July 24, 2013] | Rule 145 (§ 230.145 of this chapter) is designed to make available the protection provided by registration under the Securities Act of 1933, as amended (Act), to persons who are offered securities in a business combination of the type described in paragraphs (a) (1), (2) and (3) of the rule. The thrust of the rule is that an offer, offer to sell, offer for sale, or sale occurs when there is submitted to security holders a plan or agreement pursuant to which such holders are required to elect, on the basis of what is in substance a new investment decision, whether to accept a new or different security in exchange for their existing security. Rule 145 embodies the Commission's determination that such transactions are subject to the registration requirements of the Act, and that the previously existing no-sale theory of Rule 133 is no longer consistent with the statutory purposes of the Act. See Release No. 33-5316 (October 6, 1972) [37 FR 23631]. Securities issued in transactions described in paragraph (a) of Rule 145 may be registered on Form S-4 or F-4 (§ 239.25 or § 239.34 of this chapter) or Form N-14 (§ 239.23 of this chapter) under the Act. Transactions for which statutory exemptions under the Act, including those contained in sections 3(a)(9), (10), (11) and 4(2), are otherwise available are not affected by Rule 145. Reference is made to Rule 153a (§ 230.153a of this chapter) describing the prospectus delivery required in a transaction of the type referred to in Rule 145. A reclassification of securities covered by Rule 145 would be exempt from registration pursuant to section 3(a)(9) or (11) of the Act if the conditions of either of these sections are satisfied. (a) Transactions within this section. An offer, offer to sell, offer for sale, or sale shall be deemed to be involved, within the meaning of section 2(3) of the Act, so far as the security holders of a corporation or other person are concerned where, pursuant to statutory provisions of the jurisdiction under which such corporation or… | ||||||
| 17:17:3.0.1.1.13.0.39.32 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.145a Business combinations with reporting shell companies. | SEC | [89 FR 14321, Feb. 26, 2024] | With respect to a reporting shell company's shareholders, any direct or indirect business combination of a reporting shell company that is not a business combination related shell company involving another entity that is not a shell company, as those terms are defined in § 230.405, is deemed to involve an offer, offer to sell, offer for sale, or sale within the meaning of section 2(a)(3) of the Act. For purposes of this section, a reporting shell company is a company other than an asset-backed issuer as defined in § 229.1101(b) of this chapter (Item 1101(b) of Regulation AB), that has: (a) No or nominal operations; (b) Either: (1) No or nominal assets; (2) Assets consisting solely of cash and cash equivalents; or (3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; and (c) An obligation to file reports under section 13 (15 U.S.C. 78m) or section 15(d) (15 U.S.C. 78 o (d)) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq. ). | ||||||
| 17:17:3.0.1.1.13.0.39.33 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.146 Rules under section 18 of the Act. | SEC | [62 FR 24573, May 6, 1997, as amended at 63 FR 3035, Jan. 21, 1998; 69 FR 43298, July 20, 2004; 72 FR 20414, Apr. 24, 2007; 77 FR 3597, Jan. 25, 2012; 82 FR 50069, Oct. 30, 2017] | (a) Prepared by or on behalf of the issuer. An offering document (as defined in Section 18(d)(1) of the Act [15 U.S.C. 77r(d)(1)]) is “prepared by or on behalf of the issuer” for purposes of Section 18 of the Act, if the issuer or an agent or representative: (1) Authorizes the document's production, and (2) Approves the document before its use. (b) Covered securities for purposes of Section 18. (1) For purposes of Section 18(b) of the Act (15 U.S.C. 77r), the Commission finds that the following national securities exchanges, or segments or tiers thereof, have listing standards that are substantially similar to those of the New York Stock Exchange (“NYSE”), the NYSE American LLC (“NYSE American”), or the National Market System of the Nasdaq Stock Market (“Nasdaq/NGM”), and that securities listed, or authorized for listing, on such exchanges shall be deemed covered securities: (i) Tier I of the NYSE Arca, Inc.; (ii) Tier I of the NASDAQ PHLX LLC; (iii) The Chicago Board Options Exchange, Incorporated; (iv) Options listed on Nasdaq ISE, LLC; (v) The Nasdaq Capital Market; (vi) Tier I and Tier II of Bats BZX Exchange, Inc.; and (vii) Investors Exchange LLC. (2) The designation of securities in paragraphs (b)(1)(i) through (vii) of this section as covered securities is conditioned on such exchanges' listing standards (or segments or tiers thereof) continuing to be substantially similar to those of the NYSE, NYSE American, or Nasdaq/NGM. | ||||||
| 17:17:3.0.1.1.13.0.39.34 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.147 Intrastate offers and sales. | SEC | [81 FR 83550, Nov. 21, 2016, as amended at 86 FR 3594, Jan. 14, 2021] | (a) This section shall not raise any presumption that the exemption provided by section 3(a)(11) of the Act (15 U.S.C. 77c(a)(11)) is not available for transactions by an issuer which do not satisfy all of the provisions of this section. (b) Manner of offers and sales. An issuer, or any person acting on behalf of the issuer, shall be deemed to conduct an offering in compliance with section 3(a)(11) of the Act (15 U.S.C. 77c(a)(11)), where offers and sales are made only to persons resident within the same state or territory in which the issuer is resident and doing business, within the meaning of section 3(a)(11) of the Act, so long as the issuer complies with the provisions of paragraphs (c), (d), and (f) through (h) of this section. (c) Nature of the issuer. The issuer of the securities shall at the time of any offers and sales be a person resident and doing business within the state or territory in which all of the offers and sales are made. (1) The issuer shall be deemed to be a resident of the state or territory in which: (i) It is incorporated or organized, and it has its principal place of business, if a corporation, limited partnership, trust or other form of business organization that is organized under state or territorial law. The issuer shall be deemed to have its principal place of business in a state or territory in which the officers, partners or managers of the issuer primarily direct, control and coordinate the activities of the issuer; (ii) It has its principal place of business, as defined in paragraph (c)(1)(i) of this section, if a general partnership or other form of business organization that is not organized under any state or territorial law; (iii) Such person's principal residence is located, if an individual. Instruction to paragraph (c)(1): An issuer that has previously conducted an intrastate offering pursuant to this section (§ 230.147) or Rule 147A (§ 230.147A) may not conduct another intrastate offering pursuant to this section (§ 230.147) in a different state or territo… | ||||||
| 17:17:3.0.1.1.13.0.39.35 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.147A Intrastate sales exemption. | SEC | [81 FR 83551, Nov. 21, 2016, as amended at 86 FR 3594, Jan. 14, 2021] | (a) Scope of the exemption. Offers and sales by or on behalf of an issuer of its securities made in accordance with this section (§ 230.147A) are exempt from section 5 of the Act (15 U.S.C. 77e). This exemption is not available to an issuer that is an investment company registered or required to be registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq. ). (b) Manner of offers and sales. An issuer, or any person acting on behalf of the issuer, may rely on this exemption to make offers and sales using any form of general solicitation and general advertising, so long as the issuer complies with the provisions of paragraphs (c), (d), and (f) through (h) of this section. (c) Nature of the issuer. The issuer of the securities shall at the time of any offers and sales be a person resident and doing business within the state or territory in which all of the sales are made. (1) The issuer shall be deemed to be a resident of the state or territory in which it has its principal place of business. The issuer shall be deemed to have its principal place of business in a state or territory in which the officers, partners or managers of the issuer primarily direct, control and coordinate the activities of the issuer. (2) The issuer shall be deemed to be doing business within a state or territory if the issuer satisfies at least one of the following requirements: (i) The issuer derived at least 80% of its consolidated gross revenues from the operation of a business or of real property located in or from the rendering of services within such state or territory; Instruction to paragraph (c)(2)(i): Revenues must be calculated based on the issuer's most recent fiscal year, if the first offer of securities pursuant to this section is made during the first six months of the issuer's current fiscal year, and based on the first six months of the issuer's current fiscal year or during the twelve-month fiscal period ending with such six-month period, if the first offer of securities pursuant to this sect… | ||||||
| 17:17:3.0.1.1.13.0.39.36 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.148 Exemption from general solicitation or general advertising. | SEC | [86 FR 3594, Jan. 14, 2021] | (a) A communication will not be deemed to constitute general solicitation or general advertising if made in connection with a seminar or meeting in which more than one issuer participates that is sponsored by a college, university, or other institution of higher education, State or local government or instrumentality thereof, nonprofit organization, or angel investor group, incubator, or accelerator, provided that: (1) No advertising for the seminar or meeting references a specific offering of securities by the issuer; (2) The sponsor of the seminar or meeting does not: (i) Make investment recommendations or provide investment advice to attendees of the event; (ii) Engage in any investment negotiations between the issuer and investors attending the event; (iii) Charge attendees of the event any fees, other than reasonable administrative fees; (iv) Receive any compensation for making introductions between event attendees and issuers or for investment negotiations between such parties; and (v) Receive any compensation with respect to the event that would require registration of the sponsor as a broker or a dealer under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq. ) or an investment adviser under the Investment Advisers Act of 1940 (15 U.S.C. 80b-1 et seq. ); (3) The type of information regarding an offering of securities by the issuer that is communicated or distributed by or on behalf of the issuer in connection with the event is limited to a notification that the issuer is in the process of offering or planning to offer securities, the type and amount of securities being offered, the intended use of proceeds of the offering, and the unsubscribed amount in an offering; and (4) If the event allows attendees to participate virtually, rather than in person, online participation in the event is limited to: (i) Individuals who are members of, or otherwise associated with the sponsor organization; (ii) Individuals that the sponsor reasonably believes are accredited investors; or (iii) Individ… | ||||||
| 17:17:3.0.1.1.13.0.39.37 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.149 Definition of “exchanged” in section 3(a)(9), for certain transactions. | SEC | [2 FR 1382, July 7, 1937] | The term exchanged in section 3(a)(9) (sec. 202(c), 48 Stat. 906; 15 U.S.C. 77c(9)) shall be deemed to include the issuance of a security in consideration of the surrender, by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plans of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. | ||||||
| 17:17:3.0.1.1.13.0.39.38 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.150 Definition of “commission or other remuneration” in section 3(a)(9), for certain transactions. | SEC | [2 FR 1076, May 26, 1937] | The term commission or other remuneration in section 3(a)(9) of the Act shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. | ||||||
| 17:17:3.0.1.1.13.0.39.39 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.151 Safe harbor definition of certain “annuity contracts or optional annuity contracts” within the meaning of section 3(a)(8). | SEC | [51 FR 20262, June 4, 1986] | (a) Any annuity contract or optional annuity contract (a contract ) shall be deemed to be within the provisions of section 3(a)(8) of the Securities Act of 1933 (15 U.S.C. 77c(a)(8)), Provided, That (1) The annuity or optional annuity contract is issued by a corporation (the insurer ) subject to the supervision of the insurance commissioner, bank commissioner, or any agency or officer performing like functions, of any State or Territory of the United States or the District of Columbia; (2) The insurer assumes the investment risk under the contract as prescribed in paragraph (b) of this section; and (3) The contract is not marketed primarily as an investment. (b) The insurer shall be deemed to assume the investment risk under the contract if: (1) The value of the contract does not vary according to the investment experience of a separate account; (2) The insurer for the life of the contract (i) Guarantees the principal amount of purchase payments and interest credited thereto, less any deduction (without regard to its timing) for sales, administrative or other expenses or charges; and (ii) Credits a specified rate of interest (as defined in paragraph (c) of this section to net purchase payments and interest credited thereto; and (3) The insurer guarantees that the rate of any interest to be credited in excess of that described in paragraph (b)(2)(ii) of this section will not be modifed more frequently than once per year. (c) The term specified rate of interest, as used in paragraph (b)(2)(ii) of this section, means a rate of interest under the contract that is at least equal to the minimum rate required to be credited by the relevant nonforfeiture law in the jurisdiction in which the contract is issued. If that jurisdiction does not have any applicable nonforfeiture law at the time the contract is issued (or if the minimum rate applicable to an existing contract is no longer mandated in that jurisdiction), the specified rate under the contract must at least be equal to the minimum rate then require… | ||||||
| 17:17:3.0.1.1.13.0.39.4 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.120 Inspection of registration statements. | SEC | [61 FR 24654, May 15, 1996] | Except for material contracts or portions thereof accorded confidential treatment pursuant to § 230.406, all registration statements are available for public inspection, during business hours, at the principal office of the Commission in Washington, D.C. Electronic registration statements made through the Electronic Data Gathering, Analysis, and Retrieval system are publicly available through the Commission's Web site ( http://www.sec.gov ). | ||||||
| 17:17:3.0.1.1.13.0.39.40 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.152 Integration. | SEC | [86 FR 3595, Jan. 14, 2021] | This section provides a general principle of integration and non-exclusive safe harbors from integration of registered and exempt offerings. Because of the objectives of this section and the policies underlying the Act, the provisions of this section will not have the effect of avoiding integration for any transaction or series of transactions that, although in technical compliance with the section, is part of a plan or scheme to evade the registration requirements of the Act. (a) General principle of integration. If the safe harbors in paragraph (b) of this section do not apply, in determining whether two or more offerings are to be treated as one for the purpose of registration or qualifying for an exemption from registration under the Act, offers and sales will not be integrated if, based on the particular facts and circumstances, the issuer can establish that each offering either complies with the registration requirements of the Act, or that an exemption from registration is available for the particular offering. In making this determination: (1) For an exempt offering prohibiting general solicitation, the issuer must have a reasonable belief, based on the facts and circumstances, with respect to each purchaser in the exempt offering prohibiting general solicitation, that the issuer (or any person acting on the issuer's behalf) either: (i) Did not solicit such purchaser through the use of general solicitation; or (ii) Established a substantive relationship with such purchaser prior to the commencement of the exempt offering prohibiting general solicitation; and (2) For two or more concurrent exempt offerings permitting general solicitation, in addition to satisfying the requirements of the particular exemption relied on, general solicitation offering materials for one offering that includes information about the material terms of a concurrent offering under another exemption may constitute an offer of securities in such other offering, and therefore the offer must comply with all the requirements for,… | ||||||
| 17:17:3.0.1.1.13.0.39.41 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.152a Offer or sale of certain fractional interests. | SEC | [30 FR 2657, Mar. 2, 1965] | Any offer or sale of a security, evidenced by a scrip certificate, order form or similar document which represents a fractional interest in a share of stock or similar security shall be deemed a transaction by a person other than an issuer, underwriter or dealer, within the meaning of section 4(1) of the act, if the fractional interest (a) resulted from a stock dividend, stock split, reverse stock split, conversion, merger or similar transaction, and (b) is offered or sold pursuant to arrangements for the purchase and sale of fractional interests among the person entitled to such fractional interests for the purpose of combining such interests into whole shares, and for the sale of such number of whole shares as may be necessary to compensate security holders for any remaining fractional interests not so combined, notwithstanding that the issuer or an affiliate of the issuer may act on behalf of or as agent for the security holders in effecting such transactions. | ||||||
| 17:17:3.0.1.1.13.0.39.42 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.153 Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions. | SEC | [70 FR 44804, Aug. 3, 2005] | (a) Definition of preceded by a prospectus. The term preceded by a prospectus as used in section 5(b)(2) of the Act, regarding any requirement of a broker or dealer to deliver a prospectus to a broker or dealer as a result of a transaction effected between such parties on or through a national securities exchange or facility thereof, trading facility of a national securities association, or an alternative trading system, shall mean the satisfaction of the conditions in paragraph (b) of this section. (b) Conditions. Any requirement of a broker or dealer to deliver a prospectus for transactions covered by paragraph (a) of this section will be satisfied if: (1) Securities of the same class as the securities that are the subject of the transaction are trading on that national securities exchange or facility thereof, trading facility of a national securities association, or alternative trading system; (2) The registration statement relating to the offering is effective and is not the subject of any pending proceeding or examination under section 8(d) or 8(e) of the Act; (3) Neither the issuer, nor any underwriter or participating dealer is the subject of a pending proceeding under section 8A of the Act in connection with the offering; and (4) The issuer has filed or will file with the Commission a prospectus that satisfies the requirements of section 10(a) of the Act. (c) Definitions. (1) The term national securities exchange , as used in this section, shall mean a securities exchange registered as a national securities exchange under section 6 of the Securities Exchange Act of 1934 (15 U.S.C. 78f). (2) The term trading facility , as used in this section, shall mean a trading facility sponsored and governed by the rules of a registered securities association or a national securities exchange. (3) The term alternative trading system , as used in this section, shall mean an alternative trading system as defined in Rule 300(a) of Regulation ATS under the Securities Exchange Act of 1934 (§ 242.300(a) of t… | ||||||
| 17:17:3.0.1.1.13.0.39.43 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.153a Definition of “preceded by a prospectus” as used in section 5(b)(2) of the Act, in relation to certain transactions requiring approval of security holders. | SEC | [37 FR 23636, Nov. 7, 1972] | The term preceded by a prospectus, as used in section 5(b)(2) of the Act with respect to any requirement for the delivery of a prospectus to security holders of a corporation or other person, in connection with transactions of the character specified in paragraph (a) of § 230.145, shall mean the delivery of a prospectus: (a) Prior to the vote of security holders on such transactions; or, (b) With respect to actions taken by consent, prior to the earliest date on which the corporate action may be taken; to all security holders of record of such corporation or other person, entitled to vote on or consent to the proposed transaction, at their address of record on the transfer records of the corporation or other person. | ||||||
| 17:17:3.0.1.1.13.0.39.44 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.153b Definition of “preceded by a prospectus”, as used in section 5(b)(2), in connection with certain transactions in standardized options. | SEC | [47 FR 41955, Sept. 23, 1982] | The term preceded by a prospectus, as used in section 5(b)(2) of the Act with respect to any requirement for the delivery of a prospectus relating to standardized options registered on Form S-20, shall mean the delivery, prior to any transactions, of copies of such prospectus to each options market upon which the options are traded, for the purpose of redelivery to options customers upon their request, Provided That: (a) Such options market shall thereto have requested of the issuer, from time to time, such number of copies of such prospectus as may have appeared reasonably necessary to comply with the requests of options customers, and shall have delivered promptly from its supply on hand a copy to any options customer making a request thereof; and (b) The issuer shall have furnished such options market with such reasonable number of copies of such prospectus as may have been requested by the options market for the purpose stated above. | ||||||
| 17:17:3.0.1.1.13.0.39.45 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.154 Delivery of prospectuses to investors at the same address. | SEC | [64 FR 62545, Nov. 16, 1999, as amended at 65 FR 65749, Nov. 2, 2000] | (a) Delivery of a single prospectus. If you must deliver a prospectus under the federal securities laws, for purposes of sections 5(b) and 2(a)(10) of the Act (15 U.S.C. 77e(b) and 77b(a)(10)) or § 240.15c2-8(b) of this chapter, you will be considered to have delivered a prospectus to investors who share an address if: (1) You deliver a prospectus to the shared address; (2) You address the prospectus to the investors as a group (for example, “ABC Fund [or Corporation] Shareholders,” “Jane Doe and Household,” “The Smith Family”) or to each of the investors individually (for example, “John Doe and Richard Jones”); and (3) The investors consent in writing to delivery of one prospectus. (b) Implied consent. You do not need to obtain written consent from an investor under paragraph (a)(3) of this section if all of the following conditions are met: (1) The investor has the same last name as the other investors, or you reasonably believe that the investors are members of the same family; (2) You have sent the investor a notice at least 60 days before you begin to rely on this section concerning delivery of prospectuses to that investor. The notice must be a separate written statement and: (i) State that only one prospectus will be delivered to the shared address unless you receive contrary instructions; (ii) Include a toll-free telephone number or be accompanied by a reply form that is pre-addressed with postage provided, that the investor can use to notify you that he or she wishes to receive a separate prospectus; (iii) State the duration of the consent; (iv) Explain how an investor can revoke consent; (v) State that you will begin sending individual copies to an investor within 30 days after you receive revocation of the investor's consent; and (vi) Contain the following prominent statement, or similar clear and understandable statement, in bold-face type: “Important Notice Regarding Delivery of Shareholder Documents.” This statement also must appear on the envelope in which the notice is delivered. A… | ||||||
| 17:17:3.0.1.1.13.0.39.46 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.155 [Reserved] | SEC | ||||||||
| 17:17:3.0.1.1.13.0.39.47 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.156 Investment company and registered non-variable annuity sales literature. | SEC | [89 FR 60082, July 24, 2024] | (a) Under the Federal securities laws, including section 17(a) of the Securities Act of 1933 (15 U.S.C. 77q(a)) and section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and § 240.10b-5 of this chapter (Rule 10b-5) thereunder, it is unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, to use sales literature which is materially misleading in connection with the offer or sale of registered non-variable annuity securities or securities issued by an investment company. Under these provisions, sales literature is materially misleading if it: (1) Contains an untrue statement of a material fact; or (2) Omits to state a material fact necessary in order to make a statement made, in the light of the circumstances of its use, not misleading. (b) Whether or not a particular description, representation, illustration, or other statement involving a material fact is misleading depends on evaluation of the context in which it is made. In considering whether a particular statement involving a material fact is or might be misleading, weight should be given to all pertinent factors, including, but not limited to, those listed below. (1) A statement could be misleading because of: (i) Other statements being made in connection with the offer of sale or sale of the securities in question; (ii) The absence of explanations, qualifications, limitations or other statements necessary or appropriate to make such statement not misleading; or (iii) General economic or financial conditions or circumstances. (2) Representations about past or future investment performance could be misleading because of statements or omissions made involving a material fact, including situations where: (i) Portrayals of past income, gain, or growth of assets convey an impression of the net investment results achieved by an actual or hypothetical investment which would not be justified under the circumstances, including portrayals that omit explanations, qual… | ||||||
| 17:17:3.0.1.1.13.0.39.48 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.157 Small entities under the Securities Act for purposes of the Regulatory Flexibility Act. | SEC | [47 FR 5221, Feb. 4, 1982, as amended at 51 FR 25362, July 14, 1986; 63 FR 35514, June 30, 1998; 80 FR 21894, Apr. 20, 2015] | For purposes of Commission rulemaking in accordance with the provisions of Chapter Six of the Administrative Procedure Act (5 U.S.C. 601 et seq. ), and unless otherwise defined for purposes of a particular rulemaking proceeding, the term small business or small organization shall: (a) When used with reference to an issuer, other than an investment company, for purposes of the Securities Act of 1933, mean an issuer whose total assets on the last day of its most recent fiscal year were $5 million or less and that is engaged or proposing to engage in small business financing. An issuer is considered to be engaged or proposing to engage in small business financing under this section if it is conducting or proposes to conduct an offering of securities which does not exceed the dollar limitation prescribed by section 3(b)(1) of the Securities Act. (b) When used with reference to an investment company that is an issuer for purposes of the Act, have the meaning ascribed to those terms by § 270.0-10 of this chapter. | ||||||
| 17:17:3.0.1.1.13.0.39.49 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.158 Definitions of certain terms in the last paragraph of section 11(a). | SEC | [48 FR 44770, Sept. 30, 1983, as amended at 56 FR 30054, July 1, 1991; 58 FR 14669, Mar. 18, 1993; 70 FR 44804, Aug. 3, 2005; 73 FR 967, Jan. 4, 2008; 83 FR 50212, Oct. 4, 2018; 87 FR 35409, June 10, 2022] | (a) An “earning statement” made generally available to securityholders of the registrant pursuant to the last paragraph of section 11(a) of the Act shall be sufficient for the purposes of such paragraph if: (1) There is included the information required for statements of comprehensive income (as defined in § 210.1-02 of Regulation S-X of this chapter) contained either: (i) In Item 8 of Form 10-K (§ 239.310 of this chapter), part I, Item 1 of Form 10-Q (§ 240.308a of this chapter), or Rule 14a-3(b) (§ 240.14a-3(b) of this chapter) under the Securities Exchange Act of 1934; (ii) In Item 17 of Form 20-F (§ 249.220f of this chapter), if appropriate; or (iii) In Form 40-F (§ 249.240f of this chapter); and (2) The information specified in the last paragraph of section 11(a) is contained in one report or any combination of reports either: (i) On Form 10-K, Form 10-Q, Form 8-K (§ 249.308 of this chapter), or in the annual report to security holders pursuant to Rule 14a-3 under the Securities Exchange Act of 1934 (§ 240.14a-3 of this chapter); or (ii) On Form 20-F, Form 40-F or Form 6-K (§ 249.306 of this chapter). A subsidiary issuing debt securities guaranteed by its parent will be deemed to have met the requirements of this paragraph (a) if the parent's statements of comprehensive income (as defined in § 210.1-02 of Regulation S-X) satisfy the criteria of this paragraph and information respecting the subsidiary is included to the same extent as was presented in the registration statement. An “earning statement” not meeting the requirements of this paragraph (a) may otherwise be sufficient for purposes of the last paragraph of section 11(a) of the Act. (b) For purposes of the last paragraph of section 11(a) only, the “earning statement” contemplated by paragraph (a) of this section shall be deemed to be “made generally available to its security holders” if the registrant: (1) Is required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 and (2) Has filed its report or repo… | ||||||
| 17:17:3.0.1.1.13.0.39.5 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.122 Non-disclosure of information obtained in the course of examinations and investigations. | SEC | [44 FR 50836, Aug. 30, 1979, as amended at 53 FR 17459, May 17, 1988; 54 FR 33501, Aug. 15, 1989; 76 FR 71876, Nov. 21, 2011] | Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pursuant to section 8(e) or 20(a) (48 Stat. 80, 86; 15 U.S.C. 77h(e), 77t(a)) shall, unless made a matter of public record, be deemed confidential. Except as provided by 17 CFR 203.2, officers and employees are hereby prohibited from making such confidential information or documents or any other non-public records of the Commission available to anyone other than a member, officer or employee of the Commission, unless the Commission or the General Counsel, pursuant to delegated authority, authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest. Any officer or employee who is served with a subpoena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall respectfully decline to disclose the information or produce the documents called for, basing his or her refusal upon this section. Any officer or employee who is served with such a subpoena shall promptly advise the General Counsel of the service of such subpoena, the nature of the information or documents sought, and any circumstances which may bear on the desirability of making available such information or documents. | ||||||
| 17:17:3.0.1.1.13.0.39.50 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.159 Information available to purchaser at time of contract of sale. | SEC | [70 FR 44804, Aug. 3, 2005] | (a) For purposes of section 12(a)(2) of the Act only, and without affecting any other rights a purchaser may have, for purposes of determining whether a prospectus or oral statement included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading at the time of sale (including, without limitation, a contract of sale), any information conveyed to the purchaser only after such time of sale (including such contract of sale) will not be taken into account. (b) For purposes of section 17(a)(2) of the Act only, and without affecting any other rights the Commission may have to enforce that section, for purposes of determining whether a statement includes or represents any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading at the time of sale (including, without limitation, a contract of sale), any information conveyed to the purchaser only after such time of sale (including such contract of sale) will not be taken into account. (c) For purposes of section 12(a)(2) of the Act only, knowing of such untruth or omission in respect of a sale (including, without limitation, a contract of sale), means knowing at the time of such sale (including such contract of sale). | ||||||
| 17:17:3.0.1.1.13.0.39.51 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.159A Certain definitions for purposes of section 12(a)(2) of the Act. | SEC | [70 FR 44805, Aug. 3, 2005, as amended at 74 FR 4584, Jan. 26, 2009; 85 FR 26093, May 1, 2020] | (a) Definition of seller for purposes of section 12(a)(2) of the Act. For purposes of section 12(a)(2) of the Act only, in a primary offering of securities of the issuer, regardless of the underwriting method used to sell the issuer's securities, seller shall include the issuer of the securities sold to a person as part of the initial distribution of such securities, and the issuer shall be considered to offer or sell the securities to such person, if the securities are offered or sold to such person by means of any of the following communications: (1) Any preliminary prospectus or prospectus of the issuer relating to the offering required to be filed pursuant to Rule 424 (§ 230.424) or Rule 497 (§ 230.497); (2) Any free writing prospectus as defined in § 230.405 (Rule 405) relating to the offering prepared by or on behalf of the issuer or used or referred to by the issuer and, in the case of an issuer that is an open-end management company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq. ) or a separate account (as defined in Section 2(a)(14) of the Securities Act) (15 U.S.C. 77b(a)(14)) registered under the Investment Company Act of 1940 on §§ 239.17a and 274.11b of this chapter (Form N-3), §§ 239.17b and 274.11c of this chapter (Form N-4), or §§ 239.17c and 274.11d of this chapter (Form N-6), any summary prospectus relating to the offering provided pursuant to § 230.498 (Rule 498) or § 230.498A (Rule 498A), respectively; (3) The portion of any other free writing prospectus (or, in the case of an issuer that is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(48)), any advertisement pursuant to Rule 482 (§ 230.482)) relating to the offering containing material information about the issuer or its securities provided by or on behalf of the issuer; and (4) Any other communication that is an offer in the offering made by the issuer t… | ||||||
| 17:17:3.0.1.1.13.0.39.52 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.160 Registered investment company exemption from Section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act. | SEC | [65 FR 47284, Aug. 2, 2000] | A prospectus for an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq. ) that is sent or given for the sole purpose of permitting a communication not to be deemed a prospectus under section 2(a)(10)(a) of the Act (15 U.S.C. 77b(a)(10)(a)) shall be exempt from the requirements of section 101(c)(1) of the Electronic Signatures in Global and National Commerce Act. | ||||||
| 17:17:3.0.1.1.13.0.39.53 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.161 Amendments to rules and regulations governing exemptions. | SEC | [23 FR 4454, June 20, 1958] | The rules and regulations governing the exemption of securities under section 3(b) of the Act, as in effect at the time the securities are first bona fide offered to the public in conformity therewith, shall continue to govern the exemption of such securities notwithstanding the subsequent amendment of such rules and regulations. This section shall not apply, however, to any new offering of such securities by an issuer or underwriter after the effective date of any such amendment, nor shall it apply to any offering after January 1, 1959, of securities by an issuer or underwriter pursuant to Regulation D or pursuant to Regulation A as in effect at any time prior to July 23, 1956. | ||||||
| 17:17:3.0.1.1.13.0.39.54 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.162 Submission of tenders in registered exchange offers. | SEC | [73 FR 60087, Oct. 9, 2008] | (a) Notwithstanding section 5(a) of the Act (15 U.S.C. 77e(a)), an offeror may solicit tenders of securities in an exchange offer before a registration statement is effective as to the security offered, so long as no securities are purchased until the registration statement is effective and the tender offer has expired in accordance with the tender offer rules, and either: (1) The exchange offer is subject to § 240.13e-4 or §§ 240.14d-1 through 14d-11 of this chapter; or (2) The offeror provides withdrawal rights to the same extent as would be required if the exchange offer were subject to the requirements of § 240.13e-4 or §§ 240.14d-1 through 14d-11 of this chapter; and if a material change occurs in the information published, sent or given to security holders, the offeror complies with the provisions of § 240.13e-4(e)(3) or § 240.14d-4(b) and (d) of this chapter in disseminating information about the material change to security holders, and including the minimum periods during which the offer must remain open (with withdrawal rights) after notice of the change is provided to security holders. (b) Notwithstanding Section 5(b)(2) of the Act (15 U.S.C. 77e(b)(2)), a prospectus that meets the requirements of Section 10(a) of the Act (15 U.S.C. 77j(a)) need not be delivered to security holders in an exchange offer that commences before the effectiveness of a registration statement in accordance with the provisions of § 230.162(a) of this section, so long as a preliminary prospectus, prospectus supplements and revised prospectuses are delivered to security holders in accordance with § 240.13e-4(e)(2) or § 240.14d-4(b) of this chapter. This applies not only to exchange offers subject to those provisions, but also to exchange offers not subject to those provisions that meet the conditions in § 230.162(a)(2) of this section. Notwithstanding the provisions of § 230.162 of this section above, for going-private transactions (as defined by § 240.13e-3) and roll-up transactions (as described by Item 901 of Regulation S-… | ||||||
| 17:17:3.0.1.1.13.0.39.55 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.163 Exemption from section 5(c) of the Act for certain communications by or on behalf of well-known seasoned issuers. | SEC | [70 FR 44805, Aug. 3, 2005, as amended at 85 FR 33352, June 1, 2020] | Attempted compliance with this section does not act as an exclusive election and the issuer also may claim the availability of any other applicable exemption or exclusion. Reliance on this section does not affect the availability of any other exemption or exclusion from the requirements of section 5 of the Act. (a) In an offering by or on behalf of a well-known seasoned issuer, as defined in Rule 405 (§ 230.405), that will be or is at the time intended to be registered under the Act, an offer by or on behalf of such issuer is exempt from the prohibitions in section 5(c) of the Act on offers to sell, offers for sale, or offers to buy its securities before a registration statement has been filed, provided that: (1) Any written communication that is an offer made in reliance on this exemption will be a free writing prospectus as defined in Rule 405 and a prospectus under section 2(a)(10) of the Act relating to a public offering of securities to be covered by the registration statement to be filed; and (2) The exemption from section 5(c) of the Act provided in this section for such written communication that is an offer shall be conditioned on satisfying the conditions in paragraph (b) of this section. (b) Conditions —(1) Legend. (i) Every written communication that is an offer made in reliance on this exemption shall contain substantially the following legend: The issuer may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the company will arrange to send you the prospectus after filing if you request it by calling toll-free 1-8[xx-xxx-xxxx]. The issuer may file a registration statement (including a prospectus) with the SEC for the … | ||||||
| 17:17:3.0.1.1.13.0.39.56 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.163A Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement is filed. | SEC | [70 FR 44806, Aug. 3, 2005, as amended at 85 FR 33352, June 1, 2020] | Attempted compliance with this section does not act as an exclusive election and the issuer also may claim the availability of any other applicable exemption or exclusion. Reliance on this section does not affect the availability of any other exemption or exclusion from the requirements of section 5 of the Act. (a) Except as excluded pursuant to paragraph (b) of this section, in all registered offerings by issuers, any communication made by or on behalf of an issuer more than 30 days before the date of the filing of the registration statement that does not reference a securities offering that is or will be the subject of a registration statement shall not constitute an offer to sell, offer for sale, or offer to buy the securities being offered under the registration statement for purposes of section 5(c) of the Act, provided that the issuer takes reasonable steps within its control to prevent further distribution or publication of such communication during the 30 days immediately preceding the date of filing the registration statement. (b) The exemption in paragraph (a) of this section shall not be available with respect to the following communications: (1) Communications relating to business combination transactions that are subject to Rule 165 (§ 230.165) or Rule 166 (§ 230.166); (2) Communications made in connection with offerings registered on Form S-8 (§ 239.16b of this chapter), other than by well-known seasoned issuers; (3) Communications in offerings of securities of an issuer that is, or during the past three years was (or any of whose predecessors during the last three years was): (i) A blank check company as defined in Rule 419(a)(2) (§ 230.419(a)(2)); (ii) A shell company, other than a business combination related shell company, each as defined in Rule 405 (§ 230.405); or (iii) An issuer for an offering of penny stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934 (§ 240.3a51-1 of this chapter); or (4) Communications made by an issuer that is an investment company registered… | ||||||
| 17:17:3.0.1.1.13.0.39.57 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.163B Exemption from section 5(b)(1) and section 5(c) of the Act for certain communications to qualified institutional buyers or institutional accredited investors. | SEC | [84 FR 53036, Oct. 4, 2019, as amended at 85 FR 64276, Oct. 9, 2020] | (a) Attempted compliance with this rule does not act as an exclusive election, and the issuer also may claim the availability of any other applicable exemption or exclusion. Reliance on this rule does not affect the availability of any other exemption or exclusion from the requirements of section 5 of the Act (15 U.S.C. 77e). (b)(1) An issuer, or any person authorized to act on behalf of an issuer, may engage in oral or written communications with potential investors described in paragraph (c) of this section to determine whether such investors might have an interest in a contemplated registered securities offering, either prior to or following the date of filing of a registration statement with respect to such securities with the Commission. Communications under this rule will be exempt from section 5(b)(1) (15 U.S.C. 77e(b)(1)) and section 5(c) of the Act (15 U.S.C. 77e(c)). (2) Any oral or written communication by an issuer, or any person authorized to act on behalf of an issuer, made in reliance on this rule will be deemed an “offer” as defined in section 2(a)(3) of the Act (15 U.S.C.77b(a)(3)). (3) Any oral or written communication by an issuer, or any person authorized to act on behalf of an issuer, made in reliance on this rule is not required to be filed with the Commission, including pursuant to § 230.424(a) or § 230.497(a) of Regulation C under the Act or section 24(b) of the Investment Company Act of 1940 (15 U.S.C. 80a-24(b)) and the rules and regulations thereunder. (c) Communications under this rule may be made with potential investors that are, or that an issuer or person authorized to act on its behalf reasonably believes are: (1) Qualified institutional buyers, as defined in § 230.144A; or (2) Institutions that are accredited investors, as defined in §§ 230.501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13). Though the definition of “family client” from Rule 501(a)(13) includes both natural persons and institutions, only family clients that are institutions may be consi… | ||||||
| 17:17:3.0.1.1.13.0.39.58 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.164 Post-filing free writing prospectuses in connection with certain registered offerings. | SEC | [70 FR 44806, Aug. 3, 2005, as amended at 85 FR 33352, June 1, 2020] | 1. This section is not available for any communication that, although in technical compliance with this section, is part of a plan or scheme to evade the requirements of section 5 of the Act. 2. Attempted compliance with this section does not act as an exclusive election and the person relying on this section also may claim the availability of any other applicable exemption or exclusion. Reliance on this section does not affect the availability of any other exemption or exclusion from the requirements of section 5 of the Act. (a) In connection with a registered offering of an issuer meeting the requirements of this section, a free writing prospectus, as defined in Rule 405 (§ 230.405), of the issuer or any other offering participant, including any underwriter or dealer, after the filing of the registration statement will be a section 10(b) prospectus for purposes of section 5(b)(1) of the Act provided that the conditions set forth in Rule 433 (§ 230.433) are satisfied. (b) An immaterial or unintentional failure to file or delay in filing a free writing prospectus as necessary to satisfy the filing conditions contained in Rule 433 will not result in a violation of section 5(b)(1) of the Act or the loss of the ability to rely on this section so long as: (1) A good faith and reasonable effort was made to comply with the filing condition; and (2) The free writing prospectus is filed as soon as practicable after discovery of the failure to file. (c) An immaterial or unintentional failure to include the specified legend in a free writing prospectus as necessary to satisfy the legend condition contained in Rule 433 will not result in a violation of section 5(b)(1) of the Act or the loss of the ability to rely on this section so long as: (1) A good faith and reasonable effort was made to comply with the legend condition; (2) The free writing prospectus is amended to include the specified legend as soon as practicable after discovery of the omitted or incorrect legend; and (3) If the free writing prospectus has b… | ||||||
| 17:17:3.0.1.1.13.0.39.59 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.165 Offers made in connection with a business combination transaction. | SEC | [64 FR 61450, Nov. 10, 1999] | This section is available only to communications relating to business combinations. The exemption does not apply to communications that may be in technical compliance with this section, but have the primary purpose or effect of conditioning the market for another transaction, such as a capital-raising or resale transaction. (a) Communications before a registration statement is filed. Notwithstanding section 5(c) of the Act (15 U.S.C. 77e(c)), the offeror of securities in a business combination transaction to be registered under the Act may make an offer to sell or solicit an offer to buy those securities from and including the first public announcement until the filing of a registration statement related to the transaction, so long as any written communication (other than non-public communications among participants) made in connection with or relating to the transaction ( i.e. , prospectus) is filed in accordance with § 230.425 and the conditions in paragraph (c) of this section are satisfied. (b) Communications after a registration statement is filed. Notwithstanding section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)), any written communication (other than non-public communications among participants) made in connection with or relating to a business combination transaction ( i.e. , prospectus) after the filing of a registration statement related to the transaction need not satisfy the requirements of section 10 (15 U.S.C. 77j) of the Act, so long as the prospectus is filed in accordance with § 230.424 or § 230.425 and the conditions in paragraph (c) of this section are satisfied. (c) Conditions. To rely on paragraphs (a) and (b) of this section: (1) Each prospectus must contain a prominent legend that urges investors to read the relevant documents filed or to be filed with the Commission because they contain important information. The legend also must explain to investors that they can get the documents for free at the Commission's web site and describe which documents are available free from the offero… | ||||||
| 17:17:3.0.1.1.13.0.39.6 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.130 Definition of “rules and regulations” as used in certain sections of the Act. | SEC | [21 FR 1046, Feb. 15, 1956] | The term rules and regulations as used in sections 7, 10 (a), (c) and (d) and 19(a) of the Act, shall include the forms for registration of securities under the Act and the related instructions thereto. | ||||||
| 17:17:3.0.1.1.13.0.39.60 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.166 Exemption from section 5(c) for certain communications in connection with business combination transactions. | SEC | [64 FR 61450, Nov. 10, 1999] | This section is available only to communications relating to business combinations. The exemption does not apply to communications that may be in technical compliance with this section, but have the primary purpose or effect of conditioning the market for another transaction, such as a capital-raising or resale transaction. (a) Communications. In a registered offering involving a business combination transaction, any communication made in connection with or relating to the transaction before the first public announcement of the offering will not constitute an offer to sell or a solicitation of an offer to buy the securities offered for purposes of section 5(c) of the Act (15 U.S.C. 77e(c)), so long as the participants take all reasonable steps within their control to prevent further distribution or publication of the communication until either the first public announcement is made or the registration statement related to the transaction is filed. (b) Definitions. The terms business combination transaction, participant and public announcement have the same meaning as set forth in § 230.165(f). | ||||||
| 17:17:3.0.1.1.13.0.39.61 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.167 Communications in connection with certain registered offerings of asset-backed securities. | SEC | [70 FR 1615, Jan. 7, 2005, as amended at 79 FR 57328, Sept. 24, 2014] | This section is available only to communications in connection with certain offerings of asset-backed securities. The exemption does not apply to communications that may be in technical compliance with this section, but have the primary purpose or effect of conditioning the market for another transaction or are part of a plan or scheme to evade the requirements of section 5 of the Act (15 U.S.C. 77e). (a) In an offering of asset-backed securities registered on Form SF-3 (§ 239.45 of this chapter), ABS informational and computational material regarding such securities used after the effective date of the registration statement and before the sending or giving to investors of a final prospectus that meets the requirements of section 10(a) of the Act (15 U.S.C. 77j(a)) regarding such offering is exempt from section 5(b)(1) of the Act (15 U.S.C. 77e(b)(1)), if the conditions in paragraph (b) of this section are met. (b) Conditions. To rely on paragraph (a) of this section: (1) The communications shall be filed to the extent required pursuant to § 230.426. (2) Every communication used pursuant to this section shall include prominently on the cover page or otherwise at the beginning of such communication: (i) The issuing entity's name and the depositor's name, if applicable; (ii) The Commission file number for the related registration statement; (iii) A statement that such communication is ABS informational and computational material used in reliance on Securities Act Rule 167 (§ 230.167); and (iv) A legend that urges investors to read the relevant documents filed or to be filed with the Commission because they contain important information. The legend also shall explain to investors that they can get the documents for free at the Commission's Web site and describe which documents are available free from the issuer or an underwriter. (c) This section is applicable not only to the offeror of the asset-backed securities, but also to any other participant that may need to rely on and complies with this sect… | ||||||
| 17:17:3.0.1.1.13.0.39.62 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.168 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information and forward-looking information. | SEC | [70 FR 44807, Aug. 3, 2005, as amended at 76 FR 46617, Aug. 3, 2011; 85 FR 33352, June 1, 2020] | 1. This section is not available for any communication that, although in technical compliance with this section, is part of a plan or scheme to evade the requirements of section 5 of the Act. 2. This section provides a non-exclusive safe harbor for factual business information and forward-looking information released or disseminated as provided in this section. Attempted compliance with this section does not act as an exclusive election and the issuer also may claim the availability of any other applicable exemption or exclusion. Reliance on this section does not affect the availability of any other exemption or exclusion from the definition of prospectus in section 2(a)(10) or the requirements of section 5 of the Act. 3. The availability of this section for a release or dissemination of a communication that contains or incorporates factual business information or forward-looking information will not be affected by another release or dissemination of a communication that contains all or a portion of the same factual business information or forward-looking information that does not satisfy the conditions of this section. (a) For purposes of sections 2(a)(10) and 5(c) of the Act, the regular release or dissemination by or on behalf of an issuer (and, in the case of an asset-backed issuer, the other persons specified in paragraph (a)(3) of this section) of communications containing factual business information or forward-looking information shall be deemed not to constitute an offer to sell or offer for sale of a security which is the subject of an offering pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective, if the conditions of this section are satisfied by any of the following: (1) An issuer that is required to file reports pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); (2) A foreign private issuer that: (i) Meets all of the registrant requirements of Form F-3 (§ 239.33 of this chapter) other tha… | ||||||
| 17:17:3.0.1.1.13.0.39.63 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.169 Exemption from sections 2(a)(10) and 5(c) of the Act for certain communications of regularly released factual business information. | SEC | [70 FR 44808, Aug. 3, 2005, as amended at 85 FR 33353, June 1, 2020] | 1. This section is not available for any communication that, although in technical compliance with this section, is part of a plan or scheme to evade the requirements of section 5 of the Act. 2. This section provides a non-exclusive safe harbor for factual business information released or disseminated as provided in this section. Attempted compliance with this section does not act as an exclusive election and the issuer also may claim the availability of any other applicable exemption or exclusion. Reliance on this section does not affect the availability of any other exemption or exclusion from the definition of prospectus in section 2(a)(10) or the requirements of section 5 of the Act. 3. The availability of this section for a release or dissemination of a communication that contains or incorporates factual business information will not be affected by another release or dissemination of a communication that contains all or a portion of the same factual business information that does not satisfy the conditions of this section. (a) For purposes of sections 2(a)(10) and 5(c) of the Act, the regular release or dissemination by or on behalf of an issuer of communications containing factual business information shall be deemed not to constitute an offer to sell or offer for sale of a security by an issuer which is the subject of an offering pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective, if the conditions of this section are satisfied. (b) Definitions. (1) Factual business information means some or all of the following information that is released or disseminated under the conditions in paragraph (d) of this section: (i) Factual information about the issuer, its business or financial developments, or other aspects of its business; and (ii) Advertisements of, or other information about, the issuer's products or services. (2) For purposes of this section, the release or dissemination of a communication is by or on behalf of the issuer if the issuer o… | ||||||
| 17:17:3.0.1.1.13.0.39.64 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.170 Prohibition of use of certain financial statements. | SEC | [21 FR 7566, Oct. 3, 1956] | Financial statements which purport to give effect to the receipt and application of any part of the proceeds from the sale of securities for cash shall not be used unless such securities are to be offered through underwriters and the underwriting arrangements are such that the underwriters are or will be committed to take and pay for all of the securities, if any are taken, prior to or within a reasonable time after the commencement of the public offering, or if the securities are not so taken to refund to all subscribers the full amount of all subscription payments made for the securities. The caption of any such financial statement shall clearly set forth the assumptions upon which such statement is based. The caption shall be in type at least as large as that used generally in the body of the statement. | ||||||
| 17:17:3.0.1.1.13.0.39.65 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.171 Disclosure detrimental to the national defense or foreign policy. | SEC | [33 FR 7682, May 24, 1968] | (a) Any requirement to the contrary notwithstanding, no registration statement, prospectus, or other document filed with the Commission or used in connection with the offering or sale of any securities shall contain any document or information which, pursuant to Executive order, has been classified by an appropriate department or agency of the United States for protection in the interests of national defense or foreign policy. (b) Where a document or information is omitted pursuant to paragraph (a) of this section, there shall be filed, in lieu of such document or information, a statement from an appropriate department or agency of the United States to the effect that such document or information has been classified or that the status thereof is awaiting determination. Where a document is omitted pursuant to paragraph (a) of this section, but information relating to the subject matter of such document is nevertheless included in material filed with the Commission pursuant to a determination of an appropriate department or agency of the United States that disclosure of such information would not be contrary to the interests of national defense or foreign policy, a statement from such department or agency to that effect shall be submitted for the information of the Commission. A registrant may rely upon any such statement in filing or omitting any document or information to which the statement relates. (c) The Commission may protect any information in its possession which may require classification in the interests of national defense or foreign policy pending determination by an appropriate department or agency as to whether such information should be classified. (d) It shall be the duty of the registrant to submit the documents or information referred to in paragraph (a) of this section to the appropriate department or agency of the United States prior to filing them with the Commission and to obtain and submit to the Commission, at the time of filing such documents or information, or in lieu thereof, as the c… | ||||||
| 17:17:3.0.1.1.13.0.39.66 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.172 Delivery of prospectuses. | SEC | [70 FR 44808, Aug. 3, 2005, as amended at 85 FR 33353, June 1, 2020; 89 FR 60083, July 24, 2024] | (a) Sending confirmations and notices of allocations. After the effective date of a registration statement, the following are exempt from the provisions of section 5(b)(1) of the Act if the conditions set forth in paragraph (c) of this section are satisfied: (1) Written confirmations of sales of securities in an offering pursuant to a registration statement that contain information limited to that called for in Rule 10b-10 under the Securities Exchange Act of 1934 (§ 240.10b-10 of this chapter) and other information customarily included in written confirmations of sales of securities, which may include notices provided pursuant to Rule 173 (§ 230.173); and (2) Notices of allocation of securities sold or to be sold in an offering pursuant to the registration statement that may include information identifying the securities (including the CUSIP number) and otherwise may include only information regarding pricing, allocation and settlement, and information incidental thereto. (b) Transfer of the security. Any obligation under section 5(b)(2) of the Act to have a prospectus that satisfies the requirements of section 10(a) of the Act precede or accompany the carrying or delivery of a security in a registered offering is satisfied if the conditions in paragraph (c) of this section are met. (c) Conditions. (1) The registration statement relating to the offering is effective and is not the subject of any pending proceeding or examination under section 8(d) or 8(e) of the Act; (2) Neither the issuer, nor an underwriter or participating dealer is the subject of a pending proceeding under section 8A of the Act in connection with the offering; and (3) The issuer has filed with the Commission a prospectus with respect to the offering that satisfies the requirements of section 10(a) of the Act or the issuer will make a good faith and reasonable effort to file such a prospectus within the time required under Rule 424 (§ 230.424) and, in the event that the issuer fails to file timely such a prospectus, the issuer fil… | ||||||
| 17:17:3.0.1.1.13.0.39.67 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.173 Notice of registration. | SEC | [70 FR 44809, Aug. 3, 2005, as amended at 85 FR 33353, June 1, 2020] | (a) In a transaction that represents a sale by the issuer or an underwriter, or a sale where there is not an exclusion or exemption from the requirement to deliver a final prospectus meeting the requirements of section 10(a) of the Act pursuant to section 4(3) of the Act or Rule 174 (§ 230.174), each underwriter or dealer selling in such transaction shall provide to each purchaser from it, not later than two business days following the completion of such sale, a copy of the final prospectus or, in lieu of such prospectus, a notice to the effect that the sale was made pursuant to a registration statement or in a transaction in which a final prospectus would have been required to have been delivered in the absence of Rule 172 (§ 230.172). (b) If the sale was by the issuer and was not effected by or through an underwriter or dealer, the responsibility to send a prospectus, or in lieu of such prospectus, such notice as set forth in paragraph (a) of this section, shall be the issuer's. (c) Compliance with the requirements of this section is not a condition to reliance on Rule 172. (d) A purchaser may request from the person responsible for sending a notice a copy of the final prospectus if one has not been sent. (e) After the effective date of the registration statement with respect to an offering, notices as set forth in paragraph (a) of this section, are exempt from the provisions of section 5(b)(1) of the Act. (f) Exclusions. This section shall not apply to any: (1) Transaction solely between brokers or dealers in reliance on Rule 153 (§ 230.153); (2) Offering of an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq. ), other than a registered closed-end investment company; (3) A business combination transaction as defined in § 230.165(f)(1) (Rule 165(f)(1)); or (4) Offering registered on Form S-8 (§ 239.16b of this chapter). | ||||||
| 17:17:3.0.1.1.13.0.39.68 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.174 Delivery of prospectus by dealers; exemptions under section 4(3) of the Act. | SEC | [35 FR 18457, Dec. 4, 1970, as amended at 48 FR 12347, Mar. 24, 1983; 53 FR 11845, Apr. 11, 1988; 57 FR 18043, Apr. 28, 1992; 70 FR 44809, Aug. 3, 2005] | The obligations of a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transactions) to deliver a prospectus in transactions in a security as to which a registration statement has been filed taking place prior to the expiration of the 40- or 90-day period specified in section 4(3) of the Act after the effective date of such registration statement or prior to the expiration of such period after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later, shall be subject to the following provisions: (a) No prospectus need be delivered if the registration statement is on Form F-6 (§ 239.36 of this chapter). (b) No prospectus need be delivered if the issuer is subject, immediately prior to the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934. (c) Where a registration statement relates to offerings to be made from time to time no prospectus need be delivered after the expiration of the initial prospectus delivery period specified in section 4(3) of the Act following the first bona fide offering of securities under such registration statement. (d) If (1) the registration statement relates to the security of an issuer that is not subject, immediately prior to the time of filing the registration statement, to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, and (2) as of the offering date, the security is listed on a registered national securities exchange or authorized for inclusion in an electronic inter-dealer quotation system sponsored and governed by the rules of a registered securities association, no prospectus need be delivered after the expiration of twenty-five calendar days after the offering date. For purposes of this provision, the term offering date refers to the later of the effective date of the registration… | ||||||
| 17:17:3.0.1.1.13.0.39.69 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.175 Liability for certain statements by issuers. | SEC | [46 FR 13990, Feb. 25, 1981, as amended at 46 FR 19457, Mar. 31, 1981; 47 FR 54770, Dec. 6, 1982; 48 FR 19875, May 3, 1983; 56 FR 30054, July 1, 1991; 57 FR 36468, Aug. 13, 1992; 64 FR 53909, Oct. 5, 1999; 73 FR 967, Jan. 4, 2008; 76 FR 50121, Aug. 12, 2011] | (a) A statement within the coverage of paragraph (b) of this section which is made by or on behalf of an issuer or by an outside reviewer retained by the issuer shall be deemed not to be a fraudulent statement (as defined in paragraph (d) of this section), unless it is shown that such statement was made or reaffirmed without a reasonable basis or was disclosed other than in good faith. (b) This rule applies to the following statements: (1) A forward-looking statement (as defined in paragraph (c) of this section) made in a document filed with the Commission, in Part I of a quarterly report on Form 10-Q, (§ 249.308a of this chapter), or in an annual report to security holders meeting the requirements of Rule 14a-3(b) and (c) or 14c-3(a) and (b) under the Securities Exchange Act of 1934 (§§ 240.14a-3(b) and (c) or 240.14c-3(a) and (b) of this chapter), a statement reaffirming such forward-looking statement after the date the document was filed or the annual report was made publicly available, or a forward-looking statement made before the date the document was filed or the date the annual report was publicly available if such statement is reaffirmed in a filed document, in Part I of a quarterly report on Form 10-Q, or in an annual report made publicly available within a reasonable time after the making of such forward-looking statement; Provided, that (i) At the time such statements are made or reaffirmed, either the issuer is subject to the reporting requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and has complied with the requirements of Rule 13a-1 or 15d-1 (§§ 239.13a-1 or 239.15d-1 of this chapter) thereunder, if applicable, to file its most recent annual report on Form 10-K, Form 20-F, or Form 40-F; or if the issuer is not subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the statements are made in a registration statement filed under the Act, offering statement or solicitation of interest, written document or broadcast scr… | ||||||
| 17:17:3.0.1.1.13.0.39.7 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.131 Definition of security issued under governmental obligations. | SEC | [33 FR 12648, Sept. 6, 1968, as amended at 35 FR 6000, Apr. 11, 1970] | (a) Any part of an obligation evidenced by any bond, note, debenture, or other evidence of indebtedness issued by any governmental unit specified in section 3(a)(2) of the Act which is payable from payments to be made in respect of property or money which is or will be used, under a lease, sale, or loan arrangement, by or for industrial or commercial enterprise, shall be deemed to be a separate security within the meaning of section 2(l) of the Act, issued by the lessee or obligor under the lease, sale or loan arrangement. (b) An obligation shall not be deemed a separate security as defined in paragraph (a) of this section if, (1) the obligation is payable from the general revenues of a governmental unit, specified in section 3(a)(2) of the Act, having other resources which may be used for payment of the obligation, or (2) the obligation relates to a public project or facility owned and operated by or on behalf of and under the control of a governmental unit specified in such section, or (3) the obligation relates to a facility which is leased to and under the control of an industrial or commercial enterprise but is a part of a public project which, as a whole, is owned by and under the general control of a governmental unit specified in such section, or an instrumentality thereof. (c) This rule shall apply to transactions of the character described in paragraph (a) of this section only with respect to bonds, notes, debentures or other evidences of indebtedness sold after December 31, 1968. | ||||||
| 17:17:3.0.1.1.13.0.39.70 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.176 Circumstances affecting the determination of what constitutes reasonable investigation and reasonable grounds for belief under section 11 of the Securities Act. | SEC | [47 FR 11433, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011] | In determining whether or not the conduct of a person constitutes a reasonable investigation or a reasonable ground for belief meeting the standard set forth in section 11(c), relevant circumstances include, with respect to a person other than the issuer. (a) The type of issuer; (b) The type of security; (c) The type of person; (d) The office held when the person is an officer; (e) The presence or absence of another relationship to the issuer when the person is a director or proposed director; (f) Reasonable reliance on officers, employees, and others whose duties should have given them knowledge of the particular facts (in the light of the functions and responsibilities of the particular person with respect to the issuer and the filing); (g) When the person is an underwriter, the type of underwriting arrangement, the role of the particular person as an underwriter and the availability of information with respect to the registrant; and (h) Whether, with respect to a fact or document incorporated by reference, the particular person had any responsibility for the fact or document at the time of the filing from which it was incorporated. | ||||||
| 17:17:3.0.1.1.13.0.39.71 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.180 Exemption from registration of interests and participations issued in connection with certain H.R. 10 plans. | SEC | [46 FR 58291, Dec. 1, 1981] | (a) Any interest or participation in a single trust fund or in a collective trust fund maintained by a bank, or any security arising out of a contract issued by an insurance company, issued to an employee benefit plan shall be exempt from the provisions of section 5 of the Act if the following terms and conditions are met: (1) The plan covers employees, some or all of whom are employees within the meaning of section 401(c)(1) of the Internal Revenue Code of 1954, and is either: (i) A pension or profit-sharing plan which meets the requirements for qualification under section 401 of such Code, or (ii) an annuity plan which meets the requirements for the deduction of the employer's contribution under section 404(a)(2) of such Code; (2) The plan covers only employees of a single employer or employees of interrelated partnerships; and (3) The issuer of such interest, participation or security shall have reasonable grounds to believe and, after making reasonable inquiry, shall believe immediately prior to any issuance that: (i) The employer is a law firm, accounting firm, investment banking firm, pension consulting firm or investment advisory firm that is engaged in furnishing services of a type that involve such knowledge and experience in financial and business matters that the employer is able to represent adequately its interests and those of its employees; or (ii) In connection with the plan, the employer prior to adopting the plan obtains the advice of a person or entity that (A) is not a financial institution providing any funding vehicle for the plan, and is neither an affiliated person as defined in section 2(a)(3) of the Investment Company Act of 1940 of, nor a person who has a material business relationship with, a financial institution providing a funding vehicle for the plan; and (B) is, by virtue of knowledge and experience in financial and business matters, able to represent adequately the interests of the employer and its employees. (b) Any interest or participation issued to a participant in eith… | ||||||
| 17:17:3.0.1.1.13.0.39.72 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.190 Registration of underlying securities in asset-backed securities transactions. | SEC | [70 FR 1615, Jan. 7, 2005, as amended at 72 FR 71571, Dec. 17, 2007; 79 FR 57328, Sept. 24, 2014; 80 FR 6652, Feb. 6, 2015] | (a) In an offering of asset-backed securities where the asset pool includes securities of another issuer (“underlying securities”), unless the underlying securities are themselves exempt from registration under section 3 of the Act (15 U.S.C. 77c), the offering of the relevant underlying securities itself must be registered as a primary offering of such securities in accordance with paragraph (b) of this section unless all of the following are true. Terms used in this section have the same meaning as in Item 1101 of Regulation AB (§ 229.1101 of this chapter). (1) Neither the issuer of the underlying securities nor any of its affiliates has a direct or indirect agreement, arrangement, relationship or understanding, written or otherwise, relating to the underlying securities and the asset-backed securities transaction; (2) Neither the issuer of the underlying securities nor any of its affiliates is an affiliate of the sponsor, depositor, issuing entity or underwriter of the asset-backed securities transaction; (3) If the underlying securities are restricted securities, as defined in § 230.144(a)(3), § 230.144 must be available for the sale of the securities, provided however, that notwithstanding any other provision of § 230.144, § 230.144 shall only be so available if at least two years have elapsed since the later of the date the securities were acquired from the issuer of the underlying securities or from an affiliate of the issuer of the underlying securities; and (4) The depositor would be free to publicly resell the underlying securities without registration under the Act. For example, the offering of the asset-backed security does not constitute part of a distribution of the underlying securities. An offering of asset-backed securities with an asset pool containing underlying securities that at the time of the purchase for the asset pool are part of a subscription or unsold allotment would be a distribution of the underlying securities. For purposes of this section, in an offering of asset-backed securit… | ||||||
| 17:17:3.0.1.1.13.0.39.73 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.191 Definition of “issuer” in section 2(a)(4) of the Act in relation to asset-backed securities. | SEC | [70 FR 1615, Jan. 7, 2005] | The following applies with respect to asset-backed securities under the Act. Terms used in this section have the same meaning as in Item 1101 of Regulation AB (§ 229.1101 of this chapter). (a) The depositor for the asset-backed securities acting solely in its capacity as depositor to the issuing entity is the “issuer” for purposes of the asset-backed securities of that issuing entity. (b) The person acting in the capacity as the depositor specified in paragraph (a) of this section is a different “issuer” from that same person acting as a depositor for another issuing entity or for purposes of that person's own securities. | ||||||
| 17:17:3.0.1.1.13.0.39.74 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.192 Conflicts of interest relating to certain securitizations. | SEC | [88 FR 85464, Dec. 7, 2023] | (a) Unlawful activity —(1) Prohibition. A securitization participant shall not, for a period commencing on the date on which such person has reached an agreement that such person will become a securitization participant with respect to an asset-backed security and ending on the date that is one year after the date of the first closing of the sale of such asset-backed security, directly or indirectly engage in any transaction that would involve or result in any material conflict of interest between the securitization participant and an investor in such asset-backed security. (2) Material conflict of interest. For purposes of this section, engaging in any transaction would involve or result in a material conflict of interest between a securitization participant for an asset-backed security and an investor in such asset-backed security if such a transaction is a conflicted transaction. (3) Conflicted transaction. For purposes of this section, a conflicted transaction means any of the following transactions with respect to which there is a substantial likelihood that a reasonable investor would consider the transaction important to the investor's investment decision, including a decision whether to retain the asset-backed security: (i) A short sale of the relevant asset-backed security; (ii) The purchase of a credit default swap or other credit derivative pursuant to which the securitization participant would be entitled to receive payments upon the occurrence of specified credit events in respect of the relevant asset-backed security; or (iii) The purchase or sale of any financial instrument (other than the relevant asset-backed security) or entry into a transaction that is substantially the economic equivalent of a transaction described in paragraph (a)(3)(i) or (a)(3)(ii) of this section, other than, for the avoidance of doubt, any transaction that only hedges general interest rate or currency exchange risk. (b) Excepted activity. The following activities are not prohibited by paragraph (a) of this … | ||||||
| 17:17:3.0.1.1.13.0.39.75 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.193 Review of underlying assets in asset-backed securities transactions. | SEC | [76 FR 4244, Jan. 25, 2011, as amended at 79 FR 57329, Sept. 24, 2014] | An issuer of an “asset-backed security,” as that term is defined in Section 3(a)(79) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(79)), offering and selling such a security pursuant to a registration statement shall perform a review of the pool assets underlying the asset-backed security. At a minimum, such review must be designed and effected to provide reasonable assurance that the disclosure regarding the pool assets in the form of prospectus filed pursuant to § 230.424 of this chapter is accurate in all material respects. The issuer may conduct the review or an issuer may employ a third party engaged for purposes of performing the review. If the findings and conclusions of the review are attributed to the third party, the third party must be named in the registration statement and consent to being named as an expert in accordance with § 230.436 of this chapter. Instruction to § 230.193: An issuer of an “asset-backed security” may rely on one or more third parties to fulfill its obligation to perform a review under this section, provided that the reviews performed by the third parties and the issuer, in the aggregate, comply with the minimum standard in this section. The issuer must comply with the requirements of this section for each third party engaged by the issuer to perform the review for purposes of this section. An issuer may not rely on a review performed by an unaffiliated originator for purposes of performing the review required under this section. Instruction to § 230.193: An issuer of an “asset-backed security” may rely on one or more third parties to fulfill its obligation to perform a review under this section, provided that the reviews performed by the third parties and the issuer, in the aggregate, comply with the minimum standard in this section. The issuer must comply with the requirements of this section for each third party engaged by the issuer to perform the review for purposes of this section. An issuer may not rely on a review performed by an unaffiliated originator for… | ||||||
| 17:17:3.0.1.1.13.0.39.76 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.194 Definitions of the terms “swap” and “security-based swap” as used in the Act. | SEC | [77 FR 48356, Aug. 13, 2012] | (a) The term swap as used in section 2(a)(17) of the Act (15 U.S.C. 77b(a)(17)) has the same meaning as provided in section 3(a)(69) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(69)) and 17 CFR 240.3a69-1 through 240.3a69-3. (b) The term security-based swap as used in section 2(a)(17) of the Act (15 U.S.C. 77b(a)(17)) has the same meaning as provided in section 3(a)(68) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(68)) and 17 CFR 240.3a68-1a through 240.3a68-5. | ||||||
| 17:17:3.0.1.1.13.0.39.77 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.215 Accredited investor. | SEC | [85 FR 64276, Oct. 9, 2020] | The term accredited investor as used in section 2(a)(15)(ii) of the Securities Act of 1933 (15 U.S.C. 77b(a)(15)(ii)) shall have the same meaning as the definition of that term in rule 501(a) under the Act (17 CFR 230.501(a)). | ||||||
| 17:17:3.0.1.1.13.0.39.78 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.236 Exemption of shares offered in connection with certain transactions. | SEC | [27 FR 3289, Apr. 6, 1962, as amended at 37 FR 22978, Oct. 27, 1972; 47 FR 29652, July 8, 1982; 61 FR 49959, Sept. 24, 1996] | Shares of stock or similar security offered to provide funds to be distributed to shareholders of the issuer of such securities in lieu of issuing fractional shares, script certificates or order forms, in connection with a stock dividend, stock split, reverse stock split, conversion, merger or similar transaction, shall be exempt from registration under the Act if the following conditions are met: (a) The issuer of such shares is required to file and has filed reports with the Commission pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. (b) The aggregate gross proceeds from the sale of all shares offered in connection with the transaction for the purpose of providing such funds does not exceed $300,000. (c) At least ten days prior to the offering of the shares, the issuer shall furnish to the Commission in writing the following information: (1) That it proposes to offer shares in reliance upon the exemption provided by this rule; (2) the estimated number of shares to be so offered; (3) the aggregate market value of such shares as of the latest practicable date; and (4) a brief description of the transaction in connection with which the shares are to be offered. | ||||||
| 17:17:3.0.1.1.13.0.39.79 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.237 Exemption for offers and sales to certain Canadian tax-deferred retirement savings accounts. | SEC | [65 FR 37676, June 15, 2000] | (a) Definitions. As used in this section: (1) Canadian law means the federal laws of Canada, the laws of any province or territory of Canada, and the rules or regulations of any federal, provincial, or territorial regulatory authority, or any self-regulatory authority, of Canada. (2) Canadian Retirement Account means a trust or other arrangement, including, but not limited to, a “Registered Retirement Savings Plan” or “Registered Retirement Income Fund” administered under Canadian law, that is managed by the Participant and: (i) Operated to provide retirement benefits to a Participant; and (ii) Established in Canada, administered under Canadian law, and qualified for tax-deferred treatment under Canadian law. (3) Eligible Security means a security issued by a Qualified Company that: (i) Is offered to a Participant, or sold to his or her Canadian Retirement Account, in reliance on this section; and (ii) May also be purchased by Canadians other than Participants. (4) Foreign Government means the government of any foreign country or of any political subdivision of a foreign country. (5) Foreign Issuer means any issuer that is a Foreign Government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country, except an issuer meeting the following conditions: (i) More than 50 percent of the outstanding voting securities of the issuer are held of record either directly or through voting trust certificates or depositary receipts by residents of the United States; and (ii) Any of the following: (A) The majority of the executive officers or directors are United States citizens or residents; (B) More than 50 percent of the assets of the issuer are located in the United States; or (C) The business of the issuer is administered principally in the United States. (iii) For purposes of this definition, the term resident, as applied to security holders, means any person whose address appears on the records of the issuer, the… | ||||||
| 17:17:3.0.1.1.13.0.39.8 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.132 Definition of “common trust fund” as used in section 3(a)(2) of the Act. | SEC | [43 FR 2392, Jan. 17, 1978] | The term common trust fund as used in section 3(a)(2) of the Act (15 U.S.C. 77c(a)(2)) shall include a common trust fund which is maintained by a bank which is a member of an affiliated group, as defined in section 1504(a) of the Internal Revenue Code of 1954 (26 U.S.C. 1504(a)), and which is maintained exclusively for the collective investment and reinvestment of monies contributed thereto by one or more bank members of such affiliated group in the capacity of trustee, executor, administrator, or guardian, Provided That: (a) The common trust fund is operated in compliance with the same state and federal regulatory requirements as would apply if the bank maintaining such fund and any other contributing banks were the same entry; and (b) The rights of persons for whose benefit a contributing bank acts as trustee, executor, administrator, or guardian would not be diminished by reason of the maintenance of such common trust fund by another bank member of the affiliated group. | ||||||
| 17:17:3.0.1.1.13.0.39.80 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.238 Exemption for standardized options. | SEC | [68 FR 192, Jan. 2, 2003] | (a) Exemption. Except as expressly provided in paragraphs (b) and (c) of this section, the Act does not apply to any standardized option, as that term is defined by section 240.9b-1(a)(4) of this chapter, that is: (1) Issued by a clearing agency registered under section 17A of the Securities Exchange Act of 1934 (15 U.S.C. 78q-1); and (2) Traded on a national securities exchange registered pursuant to section 6(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78f(a)) or on a national securities association registered pursuant to section 15A(a) of the Securities Exchange Act of 1934 (15 U.S.C. 780-3(a)). (b) Limitation. The exemption provided in paragraph (a) of this section does not apply to the provisions of section 17 of the Act (15 U.S.C. 77q). (c) Offers and sales. Any offer or sale of a standardized option by or on behalf of the issuer of the securities underlying the standardized option, an affiliate of the issuer, or an underwriter, will constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities as defined in section 2(a)(3) of the Act (15 U.S.C. 77b(a)(3)). | ||||||
| 17:17:3.0.1.1.13.0.39.81 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.239 Exemption for offers and sales of certain security-based swaps. | SEC | [77 FR 20549, Apr. 5, 2012] | (a) Provided that the conditions of paragraph (b) of this section are satisfied and except as expressly provided in paragraph (c) of this section, the Act does not apply to any offer or sale of a security-based swap that: (1) Is issued or will be issued by a clearing agency that is either registered as a clearing agency under Section 17A of the Securities Exchange Act of 1934 (15 U.S.C. 78q-1) or exempt from registration under Section 17A of the Securities Exchange Act of 1934 pursuant to a rule, regulation, or order of the Commission (“eligible clearing agency”), and (2) The Commission has determined is required to be cleared or that is permitted to be cleared pursuant to the eligible clearing agency's rules. (b) The exemption provided in paragraph (a) of this section applies only to an offer or sale of a security-based swap described in paragraph (a) of this section if the following conditions are satisfied: (1) The security-based swap is offered or sold in a transaction involving the eligible clearing agency in its function as a central counterparty with respect to such security-based swap; (2) The security-based swap is sold only to an eligible contract participant (as defined in Section 1a(18) of the Commodity Exchange Act (7 U.S.C. 1a(18))); and (3) The eligible clearing agency posts on its publicly available Web site at a specified Internet address or includes in its agreement covering the security-based swap that the eligible clearing agency provides or makes available to its counterparty the following: (i) A statement identifying any security, issuer, loan, or narrow-based security index underlying the security-based swap; (ii) A statement indicating the security or loan to be delivered (or class of securities or loans), or if cash settled, the security, loan, or narrow-based security index (or class of securities or loans) whose value is to be used to determine the amount of the settlement obligation under the security-based swap; and (iii) A statement of whether the issuer of any security or l… | ||||||
| 17:17:3.0.1.1.13.0.39.82 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.240 Exemption for certain security-based swaps. | SEC | [82 FR 10707, Feb. 15, 2017] | (a) Except as expressly provided in paragraph (b) of this section, the Act does not apply to the offer or sale of any security-based swap that is: (1) A security-based swap agreement, as defined in Section 2A of the Act (15 U.S.C. 77b(b)-1) as in effect prior to July 16, 2011; and (2) Entered into between eligible contract participants (as defined in Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a(12)) as in effect prior to July 16, 2011, other than a person who is an eligible contract participant under Section 1a(12)(C) of the Commodity Exchange Act as in effect prior to July 16, 2011). (b) The exemption provided in paragraph (a) of this section does not apply to the provisions of Section 17(a) of the Act (15 U.S.C. 77q(a)). (c) This section will expire on February 11, 2018. | ||||||
| 17:17:3.0.1.1.13.0.39.83 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.241 Solicitations of interest. | SEC | [86 FR 3596, Jan. 14, 2021] | (a) Solicitation of interest. At any time before making a determination as to the exemption from registration under the Act under which an offering of securities will be conducted, an issuer or any person authorized to act on behalf of an issuer may communicate orally or in writing to determine whether there is any interest in a contemplated offering of securities exempt from registration under the Act. Such communications are deemed to be an offer of a security for sale for purposes of the antifraud provisions of the Federal securities laws. No solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any person is permitted until the issuer makes a determination as to the exemption to be relied on and the offering, meeting the requirements of the exemption, is commenced. (b) Conditions. The communications must state that: (1) The issuer is considering an offering of securities exempt from registration under the Act, but has not determined a specific exemption from registration the issuer intends to rely on for the subsequent offer and sale of the securities; (2) No money or other consideration is being solicited, and if sent in response, will not be accepted; (3) No offer to buy the securities can be accepted and no part of the purchase price can be received until the issuer determines the exemption under which the offering is intended to be conducted and, where applicable, the filing, disclosure, or qualification requirements of such exemption are met; and (4) A person's indication of interest involves no obligation or commitment of any kind. (c) Indications of interest. Any written communication under this section may include a means by which a person may indicate to the issuer that such person is interested in a potential offering. The issuer may require the name, address, telephone number, and/or email address in any response form included pursuant to this paragraph (c). | ||||||
| 17:17:3.0.1.1.13.0.39.9 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.133 Definition for purposes of section 5 of the Act, of “sale”, “offer”, “offer to sell”, and “offer for sale”. | SEC | [19 FR 7129, Nov. 3, 1954, as amended at 24 FR 5900, July 23, 1959; 30 FR 2022, Feb. 13, 1965; 33 FR 566, Jan. 17, 1968. Rescinded at 37 FR 23636, Nov. 7, 1972] | (a) For purposes only of section 5 of the Act, no sale, offer to sell, or offer for sale shall be deemed to be involved so far as the stockholders of a corporation are concerned where, pursuant to statutory provisions in the state of incorporation or provisions contained in the certificate of incorporation, there is submitted to the vote of such stockholders a plan or agreement for a statutory merger or consolidation or reclassification of securities, or a proposal for the transfer of assets of such corporation to another person in consideration of the issuance of securities of such other person or securities of a corporation which owns stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of such person, under such circumstances that the vote of a required favorable majority (1) will operate to authorize the proposed transaction as far as concerns the corporation whose stockholders are voting (except for the taking of action by the directors of the corporation involved and for compliance with such statutory provisions as the filing of the plan or agreement with the appropriate State authority), and (2) will bind all stockholders of such corporation except to the extent that dissenting shareholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings. (b) Any person who purchases securities of the issuer from security holders of a constituent corporation with a view to, or offers or sells such securities for such security holders in connection with, a distribution thereof pursuant to any contract or arrangement, made in connection with any transaction specified in paragraph (a) of this section, with the issuer or with any affiliate of the issuer, or with any person who in connection with such transaction is acting as an underwriter of such securities, shall be … | ||||||
| 17:17:3.0.1.1.13.0.40.84 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.251 Scope of exemption. | SEC | [80 FR 21895, Apr. 20, 2015, as amended at 84 FR 529, Jan. 31, 2019; 86 FR 3596, Jan. 14, 2021] | (a) Tier 1 and Tier 2. A public offer or sale of eligible securities, as defined in Rule 261 (§ 230.261), pursuant to Regulation A shall be exempt under section 3(b) from the registration requirements of the Securities Act of 1933 (the “Securities Act”) (15 U.S.C. 77a et seq. ). (1) Tier 1. Offerings pursuant to Regulation A in which the sum of all cash and other consideration to be received for the securities being offered (“aggregate offering price”) plus the gross proceeds for all securities sold pursuant to other offering statements within the 12 months before the start of and during the current offering of securities (“aggregate sales”) does not exceed $20,000,000, including not more than $6,000,000 offered by all selling securityholders that are affiliates of the issuer (“Tier 1 offerings”). (2) Tier 2. Offerings pursuant to §§ 230.251 through 230.263 (Regulation A) in which the sum of the aggregate offering price and aggregate sales does not exceed $75,000,000, including not more than $22,500,000 offered by all selling securityholders that are affiliates of the issuer (“Tier 2 offerings”). (3) Additional limitation on secondary sales in first year. The portion of the aggregate offering price attributable to the securities of selling securityholders shall not exceed 30% of the aggregate offering price of a particular offering in: (i) The issuer's first offering pursuant to Regulation A; or (ii) Any subsequent Regulation A offering that is qualified within one year of the qualification date of the issuer's first offering. Where a mixture of cash and non-cash consideration is to be received, the aggregate offering price must be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price or aggregate sales attributable to cash received in a foreign currency must be translated into United States currency at a currency exchange rate in effect on, or at a reasonable time before, the date of the sale of the securities. If securities are not offered fo… | ||||||
| 17:17:3.0.1.1.13.0.40.85 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.252 Offering statement. | SEC | [80 FR 21895, Apr. 20, 2015] | (a) Documents to be included. The offering statement consists of the contents required by Form 1-A (§ 239.90 of this chapter) and any other material information necessary to make the required statements, in light of the circumstances under which they are made, not misleading. (b) Paper, printing, language and pagination. Except as otherwise specified in this rule, the requirements for offering statements are the same as those specified in Rule 403 (§ 230.403) for registration statements under the Act. No fee is payable to the Commission upon either the submission or filing of an offering statement on Form 1-A, or any amendment to an offering statement. (c) Signatures. The issuer, its principal executive officer, principal financial officer, principal accounting officer, and a majority of the members of its board of directors or other governing body, must sign the offering statement in the manner prescribed by Form 1-A. If a signature is by a person on behalf of any other person, evidence of authority to sign must be filed, except where an executive officer signs for the issuer. (d) Non-public submission. An issuer whose securities have not been previously sold pursuant to a qualified offering statement under this Regulation A or an effective registration statement under the Securities Act may submit a draft offering statement to the Commission for non-public review by the staff of the Commission before public filing, provided that the offering statement shall not be qualified less than 21 calendar days after the public filing with the Commission of: (1) The initial non-public submission; (2) All non-public amendments; and (3) All non-public correspondence submitted by or on behalf of the issuer to the Commission staff regarding such submissions (subject to any separately approved confidential treatment request under Rule 251(e) (§ 230.251(e)). (e) Qualification. An offering statement and any amendment thereto can be qualified only at such date and time as the Commission may determine. (f) Amend… | ||||||
| 17:17:3.0.1.1.13.0.40.86 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.253 Offering circular. | SEC | [80 FR 21895, Apr. 20, 2015] | (a) Contents. An offering circular must include the information required by Form 1-A for offering circulars. (b) Information that may be omitted. Notwithstanding paragraph (a) of this section, a qualified offering circular may omit information with respect to the public offering price, underwriting syndicate (including any material relationships between the issuer or selling securityholders and the unnamed underwriters, brokers or dealers), underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates, and terms of the securities dependent upon the offering date; provided, that the following conditions are met: (1) The securities to be qualified are offered for cash. (2) The outside front cover page of the offering circular includes a bona fide estimate of the range of the maximum offering price and the maximum number of shares or other units of securities to be offered or a bona fide estimate of the principal amount of debt securities offered, subject to the following conditions: (i) The range must not exceed $2 for offerings where the upper end of the range is $10 or less or 20% if the upper end of the price range is over $10; and (ii) The upper end of the range must be used in determining the aggregate offering price under Rule 251(a) (§ 230.251(a)). (3) The offering statement does not relate to securities to be offered by competitive bidding. (4) The volume of securities (the number of equity securities or aggregate principal amount of debt securities) to be offered may not be omitted in reliance on this paragraph (b). A decrease in the volume of securities offered or a change in the bona fide estimate of the offering price range from that indicated in the offering circular filed as part of a qualified offering statement may be disclosed in the offering circular filed with the Commission pursuant to Rule 253(g) (§ 230.253(g)), so long as the decrease in the volume of se… | ||||||
| 17:17:3.0.1.1.13.0.40.87 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.254 Preliminary offering circular. | SEC | [80 FR 21895, Apr. 20, 2015] | After the filing of an offering statement, but before its qualification, written offers of securities may be made if they meet the following requirements: (a) Outside front cover page. The outside front cover page of the material bears the caption Preliminary Offering Circular, the date of issuance, and the following legend, which must be highlighted by prominent type or in another manner: An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained. (b) Other contents. The Preliminary Offering Circular contains substantially the information required to be in an offering circular by Form 1-A (§ 239.90 of this chapter), except that certain information may be omitted under Rule 253(b) (§ 230.253(b)) subject to the conditions set forth in such rule. (c) Filing. The Preliminary Offering Circular is filed as a part of the offering statement. | ||||||
| 17:17:3.0.1.1.13.0.40.88 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.255 Solicitations of interest and other communications. | SEC | [80 FR 21895, Apr. 20, 2015, as amended at 86 FR 3596, Jan. 14, 2021] | (a) Solicitation of interest. At any time before the qualification of an offering statement, including before the non-public submission or public filing of such offering statement, an issuer or any person authorized to act on behalf of an issuer may communicate orally or in writing to determine whether there is any interest in a contemplated securities offering. Such communications are deemed to be an offer of a security for sale for purposes of the antifraud provisions of the federal securities laws. No solicitation or acceptance of money or other consideration, nor of any commitment, binding or otherwise, from any person is permitted until qualification of the offering statement. (b) Conditions. The communications must: (1) State that no money or other consideration is being solicited, and if sent in response, will not be accepted; (2) State that no offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date; (3) State that a person's indication of interest involves no obligation or commitment of any kind; and (4) After the public filing of the offering statement: (i) State from whom a copy of the most recent version of the Preliminary Offering Circular may be obtained, including a phone number and address of such person; (ii) Provide the URL where such Preliminary Offering Circular, or the offering statement in which such Preliminary Offering Circular was filed, may be obtained; or (iii) Include a complete copy of the Preliminary Offering Circular. (c) Indications of interest. Any written communication under this rule may include a means by which a person may indicate to the issuer that such person is interested in a potential offering. This issuer may require the name, address, telephone number, and/or email address in any response form included pur… | ||||||
| 17:17:3.0.1.1.13.0.40.89 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.256 Definition of “qualified purchaser”. | SEC | [80 FR 21895, Apr. 20, 2015] | For purposes of Section 18(b)(3) of the Securities Act [15 U.S.C. 77r(b)(3)], a “qualified purchaser” means any person to whom securities are offered or sold pursuant to a Tier 2 offering of this Regulation A. | ||||||
| 17:17:3.0.1.1.13.0.40.90 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.257 Periodic and current reporting; exit report. | SEC | [80 FR 21895, Apr. 20, 2015, as amended at 82 FR 45725, Oct. 2, 2017; 83 FR 47836, Sept. 21, 2018; 83 FR 52964, Oct. 19, 2018; 84 FR 529, Jan. 31, 2019; 85 FR 17751, Mar. 31, 2020; 85 FR 22004, Apr. 20, 2020] | (a) Tier 1: Exit report. Each issuer that has filed an offering statement for a Tier 1 offering that has been qualified pursuant to this Regulation A must file an exit report on Form 1-Z (§ 239.94 of this chapter) not later than 30 calendar days after the termination or completion of the offering. (b) Tier 2: Periodic and current reporting. Each issuer that has filed an offering statement for a Tier 2 offering that has been qualified pursuant to this Regulation A must file with the Commission the following periodic and current reports: (1) Annual reports. An annual report on Form 1-K (§ 239.91 of this chapter) for the fiscal year in which the offering statement became qualified and for any fiscal year thereafter, unless the issuer's obligation to file such annual report is suspended under paragraph (d) of this section. Annual reports must be filed within the period specified in Form 1-K. (2) Special financial report. (i) A special financial report on Form 1-K or Form 1-SA if the offering statement did not contain the following: (A) Audited financial statements for the issuer's most recent fiscal year (or for the life of the issuer if less than a full fiscal year) preceding the fiscal year in which the issuer's offering statement became qualified; or (B) unaudited financial statements covering the first six months of the issuer's current fiscal year if the offering statement was qualified during the last six months of that fiscal year. (ii) The special financial report described in paragraph (b)(2)(i)(A) of this section must be filed under cover of Form 1-K within 120 calendar days after the qualification date of the offering statement and must include audited financial statements for such fiscal year or other period specified in that paragraph, as the case may be. The special financial report described in paragraph (b)(2)(i)(B) of this section must be filed under cover of Form 1-SA within 90 calendar days after the qualification date of the offering statement and must include the semiannual financia… | ||||||
| 17:17:3.0.1.1.13.0.40.91 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.258 Suspension of the exemption. | SEC | [80 FR 21895, Apr. 20, 2015] | (a) Suspension. The Commission may at any time enter an order temporarily suspending a Regulation A exemption if it has reason to believe that: (1) No exemption is available or any of the terms, conditions or requirements of Regulation A have not been complied with; (2) The offering statement, any sales or solicitation of interest material, or any report filed pursuant to Rule 257 (§ 230.257) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; (3) The offering is being made or would be made in violation of section 17 of the Securities Act; (4) An event has occurred after the filing of the offering statement that would have rendered the exemption hereunder unavailable if it had occurred before such filing; (5) Any person specified in Rule 262(a) (§ 230.262(a)) has been indicted for any crime or offense of the character specified in Rule 262(a)(1) (§ 230.262(a)(1)), or any proceeding has been initiated for the purpose of enjoining any such person from engaging in or continuing any conduct or practice of the character specified in Rule 262(a)(2) (§ 230.262(a)(2)), or any proceeding has been initiated for the purposes of Rule 262(a)(3)-(8) (§ 230.262(a)(3) through (8)); or (6) The issuer or any promoter, officer, director, or underwriter has failed to cooperate, or has obstructed or refused to permit the making of an investigation by the Commission in connection with any offering made or proposed to be made in reliance on Regulation A. (b) Notice and hearing . Upon the entry of an order under paragraph (a) of this section, the Commission will promptly give notice to the issuer, any underwriter, and any selling securityholder: (1) That such order has been entered, together with a brief statement of the reasons for the entry of the order; and (2) That the Commission, upon receipt of a written request within 30 calendar days after the entry of the order, will… | ||||||
| 17:17:3.0.1.1.13.0.40.92 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.259 Withdrawal or abandonment of offering statements. | SEC | [80 FR 21895, Apr. 20, 2015, as amended at 86 FR 3596, Jan. 14, 2021] | (a) Withdrawal . If none of the securities that are the subject of an offering statement has been sold and such offering statement is not the subject of a proceeding under Rule 258 (§ 230.258), the offering statement may be withdrawn with the Commission's consent. The application for withdrawal must state the reason the offering statement is to be withdrawn and must be signed by an authorized representative of the issuer. Any withdrawn document will remain in the Commission's files, as well as the related request for withdrawal. (b) Abandonment. When an offering statement, or a post-qualification amendment to such statement, has been on file with the Commission for nine months without amendment and has not become qualified, the Commission may, in its discretion, declare the offering statement or post-qualification amendment abandoned. If the offering statement has been amended, or if the post-qualification amendment has been amended, the nine-month period shall be computed from the date of the latest amendment. | ||||||
| 17:17:3.0.1.1.13.0.40.93 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.260 Insignificant deviations from a term, condition or requirement of Regulation A. | SEC | [80 FR 21895, Apr. 20, 2015] | (a) Failure to comply . A failure to comply with a term, condition or requirement of Regulation A will not result in the loss of the exemption from the requirements of section 5 of the Securities Act for any offer or sale to a particular individual or entity, if the person relying on the exemption establishes that: (1) The failure to comply did not pertain to a term, condition or requirement directly intended to protect that particular individual or entity; (2) The failure to comply was insignificant with respect to the offering as a whole, provided that any failure to comply with Rule 251(a), (b), and (d)(1) and (3) (§ 230.251(a), (b), and (d)(1) and (3)) shall be deemed to be significant to the offering as a whole; and (3) A good faith and reasonable attempt was made to comply with all applicable terms, conditions and requirements of Regulation A. (b) Action by Commission . A transaction made in reliance upon Regulation A must comply with all applicable terms, conditions and requirements of the regulation. Where an exemption is established only through reliance upon paragraph (a) of this section, the failure to comply shall nonetheless be actionable by the Commission under section 20 of the Securities Act. (c) Suspension . This provision provides no relief or protection from a proceeding under Rule 258 (§ 230.258). | ||||||
| 17:17:3.0.1.1.13.0.40.94 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.261 Definitions. | SEC | [80 FR 21895, Apr. 20, 2015] | As used in this Regulation A, all terms have the same meanings as in Rule 405 (§ 230.405), except that all references to registrant in those definitions shall refer to the issuer of the securities to be offered and sold under Regulation A. In addition, these terms have the following meanings: (a) Affiliated issuer . An affiliate (as defined in Rule 501 (§ 230.501)) of the issuer that is issuing securities in the same offering. (b) Business day . Any day except Saturdays, Sundays or United States federal holidays. (c) Eligible securities . Equity securities, debt securities, and securities convertible or exchangeable to equity interests, including any guarantees of such securities, but not including asset-backed securities as such term is defined in Item 1101(c) of Regulation AB. (d) Final order . A written directive or declaratory statement issued by a federal or state agency described in Rule 262(a)(3) (§ 230.262(a)(3)) under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency. (e) Final offering circular . The more recent of: the current offering circular contained in a qualified offering statement; and any offering circular filed pursuant to Rule 253(g) (§ 230.253(g)). If, however, the issuer is relying on Rule 253(b) ((§ 230.253(b)), the Final Offering Circular is the most recent of the offering circular filed pursuant to Rule 253(g)(1) or (3) (§ 230.253(g)(1) or (3)) and any subsequent offering circular filed pursuant to Rule 253(g) (§ 230.253(g)). (f) Offering statement . An offering statement prepared pursuant to Regulation A. (g) Preliminary offering circular . The offering circular described in Rule 254 (§ 230.254). | ||||||
| 17:17:3.0.1.1.13.0.40.95 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.262 Disqualification provisions. | SEC | [80 FR 21895, Apr. 20, 2015, as amended at 86 FR 3597, Jan. 14, 2021] | (a) Disqualification events. No exemption under §§ 230.251 through 230.263 (Regulation A) shall be available for a sale of securities if the issuer; any predecessor of the issuer; any affiliated issuer; any director, executive officer, other officer participating in the offering, general partner or managing member of the issuer; any beneficial owner of 20 percent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of filing, any offer after qualification, or such sale; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; any general partner or managing member of any such solicitor; or any director, executive officer or other officer participating in the offering of any such solicitor or general partner or managing member of such solicitor: (1) Has been convicted, within 10 years before the filing of the offering statement or such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor: (i) In connection with the purchase or sale of any security; (ii) Involving the making of any false filing with the Commission; or (iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities; (2) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the offering statement or such sale that, at the time of such filing or such sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice: (i) In connection with the purchase or sale of any security; (ii) Involving the making of any false filing with the Commission; or (iii) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securi… | ||||||
| 17:17:3.0.1.1.13.0.40.96 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.263 Consent to service of process. | SEC | [80 FR 21895, Apr. 20, 2015] | (a) If the issuer is not organized under the laws of any of the states or territories of the United States of America, it shall furnish to the Commission a written irrevocable consent and power of attorney on Form F-X (§ 239.42 of this chapter) at the time of filing the offering statement required by Rule 252 (§ 230.252). (b) Any change to the name or address of the agent for service of the issuer shall be communicated promptly to the Commission through amendment of the requisite form and referencing the file number of the relevant offering statement. | ||||||
| 17:17:3.0.1.1.13.0.40.97 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | §§ 230.300-230.346 [Reserved] | SEC | ||||||||
| 17:17:3.0.1.1.13.0.42.100 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.401a Requirements as to proper form. | SEC | [67 FR 13536, Mar. 22, 2002] | With regard to issuers eligible to rely on Release No. 34-45589 (March 18, 2002) (which may be viewed on the Commission's website at www.sec.gov ), the filing of reports in accordance with the provisions of that Release shall result in those reports being “timely filed” for purposes of all form eligibility standards in registration statement forms under the Securities Act of 1933 (15 U.S.C. 77a et seq. ). | ||||||
| 17:17:3.0.1.1.13.0.42.101 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.402 Number of copies; binding; signatures. | SEC | [47 FR 11434, Mar. 16, 1982, as amended at 55 FR 23922, June 13, 1990; 60 FR 26615, May 17, 1995; 61 FR 30402, June 14, 1996; 85 FR 78228, Dec. 4, 2020] | (a) Three copies of the complete registration statement, including exhibits and all other papers and documents filed as a part of the statement, shall be filed with the Commission. Each copy shall be bound, in one or more parts, without stiff covers. The binding shall be made on the side or stitching margin in such manner as to leave the reading matter legible. At least one such copy of every registration shall be signed by the persons specified in section 6(a) of the Act. Unsigned copies shall be conformed. (b) Ten additional copies of the registration statement, similarly bound, shall be furnished for use in the examination of the registration statement, public inspection, copying and other purposes. Where a registration statement incorporates into the prospectus documents which are required to be delivered with the prospectus in lieu of prospectus presentation, the ten additional copies of the registration statement shall be accompanied by ten copies of such documents. No other exhibits are required to accompany such additional copies. (c) Notwithstanding any other provision of this section, if a registration statement is filed on Form S-8 (§ 239.16b of this chapter), three copies of the complete registration statement, including exhibits and all other papers and documents filed as a part of the statement, shall be filed with the Commission. Each copy shall be bound, in one or more parts, without stiff covers. The binding shall be made on the side or stitching margin in such manner as to leave the reading matter legible. At least one such copy shall be signed by the persons specified in section 6(a) of the Act. Unsigned copies shall be conformed. Three additional copies of the registration statement, similarly bound, also shall be furnished to the Commission for use in the examination of the registration statement, public inspection, copying and other purposes. No exhibits are required to accompany the additional copies of registration statements filed on Form S-8. (d) Notwithstanding any other provision … | ||||||
| 17:17:3.0.1.1.13.0.42.102 | 17 | Commodity and Securities Exchanges | II | 230 | PART 230—GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 | § 230.403 Requirements as to paper, printing, language and pagination. | SEC | [47 FR 11434, Mar. 16, 1982, as amended at 47 FR 58238, Dec. 30, 1982; 67 FR 36698, May 24, 2002] | (a) Registration statements, applications and reports shall be filed on good quality, unglazed, white paper no larger than 8 1/2 × 11 inches in size, insofar as practicable. To the extent that the reduction of larger documents would render them illegible, such documents may be filed on paper larger than 8 1/2 × 11 inches in size. (b) The registration statement and, insofar as practicable, all papers and documents filed as a part thereof shall be printed, lithographed, mimeographed or typewritten. However, the statement or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. (c)(1) All Securities Act filings and submissions must be in the English language, except as otherwise provided by this section. If a registration statement or other filing requires the inclusion of a document that is in a foreign language, the filer must submit instead a fair and accurate English translation of the entire foreign language document, except as provided by paragraph (c)(3) of this section. (2) If a registration statement or other filing or submission subject to review by the Division of Corporation Finance requires the inclusion of a foreign language document as an exhibit or attachment, the filer must submit a fair and accurate English translation of the foreign language document if consisting of any of the following, or an amendment of any of the following: (i) Articles of incorporation, memoranda of association, bylaws, and other comparable documents, whether original or restated; (ii) Instruments defining the rights of security holders, including indentures qualified or to be qualified under the Trust Indenture Act of 1939; (iii) Voting agreements,… |
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CREATE TABLE cfr_sections (
section_id TEXT PRIMARY KEY,
title_number INTEGER,
title_name TEXT,
chapter TEXT,
subchapter TEXT,
part_number TEXT,
part_name TEXT,
subpart TEXT,
subpart_name TEXT,
section_number TEXT,
section_heading TEXT,
agency TEXT,
authority TEXT,
source_citation TEXT,
amendment_citations TEXT,
full_text TEXT
);
CREATE INDEX idx_cfr_title ON cfr_sections(title_number);
CREATE INDEX idx_cfr_part ON cfr_sections(part_number);
CREATE INDEX idx_cfr_agency ON cfr_sections(agency);