to purchase any security on margin, except such short-term credits as are necessary for the clearance of transactions; to participate on a joint or a joint and several basis in any trading account in securities, except in connection with an underwriting in which such registered, more than 3 per centum of the total outstanding voting stock of the acquired, more than 10 per centum of the total outstanding voting stock of the acquired, The provisions of this paragraph shall not apply to a security received as a dividend or as a result of an offer of, the depositor of, or principal underwriter for, such, such security is the only investment security held by such, either to seek instructions from its security holders with regard to the voting of all proxies with respect to such security and to vote such proxies only in accordance with such instructions, or to vote the shares held by it in the same proportion as the vote of all other holders of such security, and, immediately after such purchase or acquisition not more than 3 per centum of the total outstanding stock of such, such acquisition is not in contravention of such rules and regulations as the, For purposes of this subparagraph, the term “, For the purposes of this paragraph, the value of an, In any action brought to enforce the provisions of this paragraph, the, That the securities issued by such corporation (other than, That the aggregate cost of the securities of such corporation purchased by such registered. 881, as amended, which is classified generally to 2B (§ 78a et seq.) Nothing contained in this subsection shall be deemed to prevent the sale of any such stock to any other person if the original purchase was made by such registered face-amount certificate company in good faith for investment and not for resale. (2) and struck out “after August 22, 1940,” after “purchase or otherwise acquire”. Pub. Functions and activities of investment companies. of this title.

(J). The definition of “held of record” in Rule 12g5-1 was amended to provide that, when determining whether an issuer is required to register a class of equity securities with the Commission pursuant to Exchange Act Section 12(g)(1), an issuer may exclude securities that are: Additionally, the amendments to Rule 12g5-1 added a non-exclusive safe harbor for determining the holders of record. Notwithstanding any provisions of this chapter, any registered face-amount certificate company may organize not more than two face-amount certificate companies and acquire and own all or any part of the capital stock thereof only if such stock is acquired and held for investment: Provided, That the aggregate cost to such registered company of all such stock so acquired shall not exceed six times the amount of the minimum capital stock requirement provided in subdivision (1) of subsection (a) of section 80a–28 of this title for a face-amount company organized on or after March 15, 1940: And provided further, That the aggregate cost to such registered company of all such capital stock issued by face-amount certificate companies organized or otherwise created under laws other than the laws of the United States or any State thereof shall not exceed twice the amount of the minimum capital stock requirement provided in subdivision (1) of subsection (a) of said section 80a–28 for a company organized on or after March 15, 1940.
That the aggregate paid-in capital and surplus of such corporation does not exceed $100,000,000. Pub. 78l(g)(2)(B)] provides an exemption for securities issued by registered investment companies. the securities are “held of record” by either 2,000 persons, or 500 persons who are not accredited investors. {'misc': '', 'cleanpath': '/uscode/text/15/80a-12', 'headtext': ' Functions and activities of investment companies', 'cfr_titles': [{'title': '17', 'parts': [{'part': '270', 'cleanpath': '/cfr/text/17/part-270', 'headtext': 'RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940'}]}], 'section': '80a-12'}, Purchase of securities on margin; joint trading accounts; short sales of securities; exceptions, Distribution by investment company of securities of which it is issuer, Limitations on commitments as underwriter, Limitations on acquisition by investment companies of securities of other specific businesses, It shall be unlawful for any registered open-end, The provisions of this paragraph shall not apply to a security (or securities) purchased or acquired by an, the purchase or acquisition is made pursuant to an arrangement with the, The provisions of this paragraph shall not apply to securities purchased or otherwise acquired by a registered, This paragraph does not apply to securities of a registered open-end. it has more than $10 million of total assets; and. (D) of this par. (d)(1)(I). Pub. Parliament relied on a system of pre-emptive judicial warrants to justify CSIS’s new powers. Pub. (d)(2). Pub. For complete classification of this Act to the Code, see section 78a of this title and Tables. Pub. L. 91–547 effective Dec. 14, 1970, see section 30 of Pub. Canadian Human Rights Yearbook, Forthcoming, Available at SSRN: If you need immediate assistance, call 877-SSRNHelp (877 777 6435) in the United States, or +1 212 448 2500 outside of the United States, 8:30AM to 6:00PM U.S. Eastern, Monday - Friday. 78l(b)]. Keywords: National Security, Canada, Rule of Law, Charter, CSIS, Criminal Law, Suggested Citation: (d)(1)(H). The SEC’s Division of Corporation Finance is happy to assist small companies with questions regarding registration, and termination of registration. Amending Exchange Act Rules 12g-1 through 12g-4 and 12h-3, which govern the procedures relating to registration and termination of registration under Section 12(g), and suspension of reporting obligations under Section 15(d), to reflect the new thresholds established by the JOBS Act and the FAST Act; Amending the definition of “held of record” to exclude certain employee compensation plan securities from the determination of whether an issuer is required to register a class of equity securities with the Commission under Exchange Act Section 12(g)(1). Subsec. Pub. 1265, set out under section 78d of this title. The rule amendments implement the JOBS Act and the FAST Act provisions by: The JOBS Act and the FAST Act raised the thresholds for registration and termination of registration for a class of equity securities under Exchange Act Section 12(g). This page was processed by aws-apollo1 in 0.141 seconds, Using the URL or DOI link below will ensure access to this page indefinitely. (d)(3). 404, 48 Stat.

As a result of the statutory changes, an issuer that is not a bank, bank holding company or savings and loan holding company is required to register a class of equity securities under the Exchange Act if: An issuer that is a bank, bank holding company or savings and loan holding company is required to register a class of equity securities if: In addition, a bank, bank holding company or savings and loan holding company may terminate or suspend the registration of a class of equity securities under the Exchange Act if the securities are held of record by fewer than 1,200 persons. L. 111–203 effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. (d)(1)(E)(iii). L. 104–290, § 202(3), substituted “this paragraph” for “this paragraph (1)”. (1). (G) as (H). L. 111–203, set out as an Effective Date note under section 5301 of Title 12, Banks and Banking. L. 104–290, § 202(2), (4), added subpar. It shall be unlawful for any registered open-end company (other than a company complying with the provisions of section 80a–10(d) of this title) to act as a distributor of securities of which it is the issuer, except through an underwriter, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors. L. 104–290, § 202(3), substituted “this paragraph” for “this paragraph (1)”. Subsec. Pub. (A) to (C) and (E) to (H) for former introductory provisions reading “It shall be unlawful for any registered investment company and any company or companies controlled by such registered investment company to purchase or otherwise acquire after August 22, 1940, any security issued by or any other interest in the business of—” and subpar. the issuer had total assets not exceeding $10 million; or, the class of equity securities was held of record by fewer than 2,000 persons or 500 persons who are not accredited investors (as such term is defined in Securities Act Rule 501(a)), determined as of such day rather than at the time of the sale of the securities; or.

Rule 12g-2 addresses securities deemed to be registered pursuant to Section 12(g)(1) upon termination of the exemption pursuant to Section 12(g)(2)(A) or (B); Rule 12g-3 addresses the registration of securities of successor issuers under Section 12(b) or Section 12(g); Rule 12g-4(a) addresses the termination of registration under Section 12(g) after the issuer certifies its eligibility to do so on Form 15; and. Pub. Plan No. (d)(1)(G)(i)(III)(bb). This analysis updates an original CSIS data set to assess trends in domestic terrorism from January to August 2020. Subsec. Pub. 1998—Subsec. Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the thresholds at which an issuer is required to register a class of securities with the Securities and Exchange Commission (the “SEC”). The Securities Exchange Act of 1934, referred to in subsec. (d)(1)(F). L. 91–547 substituted provisions designated as subpars. * This guide was prepared by the staff of the U.S. Securities and Exchange Commission as a “small entity compliance guide” under Section 212 of the Small Business Regulatory Enforcement Fairness Act of 1996, as amended. (d)(1)(B), (E)(i), is act June 6, 1934, ch. This page was processed by aws-apollo1 in. (d)(1)(J). the securities are “held of record” by 2,000 or more persons. (d)(1)(B), (E)(i), is act June 6, 1934, ch.
L. 91–547 incorporated existing introductory text and subpar. L. 105–353 substituted “the acquired company” for “the acquired fund”. An issuer may, solely for the purposes of Section 12(g), deem the securities to have been issued in a transaction exempt from, or not subject to, the registration requirements of Section 5 of the Securities Act if the issuer had a reasonable belief at the time of the issuance that the securities were issued in such a transaction. For transfer of functions of Securities and Exchange Commission, with certain exceptions, to Chairman of such Commission, see Reorg. Seen in this light, section 12.1 is supported by a “rule of law trope” – a reference to a well-worn legal norm or standard that serves to obfuscate the fact that the standard, as legislated in the new scheme, offers little to meaningfully constrain state activity. L. 104–290, § 202(2), redesignated subpar.

(d)(1)(E)(iii)(bb). 12 Acknowledgement of receipt. L. 104–290, § 202(5), added subpar. Nesbitt, Michael, CSIS's New Disruptive Powers, Grey Holes, & the Rule of Law in Canada (September 9, 2016). On May 3, 2016, the SEC approved amendments to implement Title V and Title VI of the Jumpstart Our Business Startups Act (the (“JOBS Act”) and Title LXXXV of the Fixing America’s Surface Transportation Act (the “FAST Act”). Pub. Pub.