New Animal Drugs for Minor Use and Minor Species, 18685-18686 [2012-7532]
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Federal Register / Vol. 77, No. 60 / Wednesday, March 28, 2012 / Rules and Regulations
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§ 230.500
Use of Regulation D.
Users of Regulation D (§§ 230.500 et
seq.) should note the following:
(a) Regulation D relates to transactions
exempted from the registration
requirements of section 5 of the
Securities Act of 1933 (the Act) (15
U.S.C.77a et seq., as amended). Such
transactions are not exempt from the
antifraud, civil liability, or other
provisions of the federal securities laws.
Issuers are reminded of their obligation
to provide such further material
information, if any, as may be necessary
to make the information required under
Regulation D, in light of the
circumstances under which it is
furnished, not misleading.
(b) Nothing in Regulation D obviates
the need to comply with any applicable
state law relating to the offer and sale of
securities. Regulation D is intended to
be a basic element in a uniform system
of federal-state limited offering
exemptions consistent with the
provisions of sections 18 and 19(c) of
the Act (15 U.S.C. 77r and 77(s)(c)). In
those states that have adopted
Regulation D, or any version of
Regulation D, special attention should
be directed to the applicable state laws
and regulations, including those relating
to registration of persons who receive
remuneration in connection with the
offer and sale of securities, to
disqualification of issuers and other
persons associated with offerings based
on state administrative orders or
judgments, and to requirements for
filings of notices of sales.
(c) Attempted compliance with any
rule in Regulation D does not act as an
exclusive election; the issuer can also
claim the availability of any other
applicable exemption. For instance, an
issuer’s failure to satisfy all the terms
and conditions of rule 506 (§ 230.506)
shall not raise any presumption that the
exemption provided by section 4(2) of
the Act (15 U.S.C. 77d(2)) is not
available.
(d) Regulation D is available only to
the issuer of the securities and not to
any affiliate of that issuer or to any other
person for resales of the issuer’s
securities. Regulation D provides an
exemption only for the transactions in
which the securities are offered or sold
by the issuer, not for the securities
themselves.
(e) Regulation D may be used for
business combinations that involve
sales by virtue of rule 145(a)
(§ 230.145(a)) or otherwise.
(f) In view of the objectives of
Regulation D and the policies
underlying the Act, Regulation D is not
available to any issuer for any
transaction or chain of transactions that,
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although in technical compliance with
Regulation D, is part of a plan or scheme
to evade the registration provisions of
the Act. In such cases, registration
under the Act is required.
(g) Securities offered and sold outside
the United States in accordance with
Regulation S (§ 230.901 through 905)
need not be registered under the Act.
See Release No. 33–6863. Regulation S
may be relied upon for such offers and
sales even if coincident offers and sales
are made in accordance with Regulation
D inside the United States. Thus, for
example, persons who are offered and
sold securities in accordance with
Regulation S would not be counted in
the calculation of the number of
purchasers under Regulation D.
Similarly, proceeds from such sales
would not be included in the aggregate
offering price. The provisions of this
paragraph (g), however, do not apply if
the issuer elects to rely solely on
Regulation D for offers or sales to
persons made outside the United States.
§ 230.501
[Amended]
6. In § 230.501 introductory text,
remove the reference to ‘‘§§ 230.501–
230.508’’ and add in its place ‘‘§ 230.500
et seq. of this chapter’’.
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§ 230.502
[Amended]
18685
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j,
78j–1, 78k, 78k–1, 78l, 78m, 78n, 78n–1, 78o,
78o–4, 78p, 78q, 78s, 78u–5, 78w, 78x, 78ll,
78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b–
3, 80b–4, 80b–11, and 7201 et seq.; 18 U.S.C.
1350, 12 U.S.C. 5221(e)(3), and Pub. L. 111–
203, § 939A, 124 Stat. 1376, (2010) unless
otherwise noted.
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§ 242.101
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*
[Amended]
11. In § 242.101(b)(10)(i), remove the
reference to ‘‘§ 230.501 through
§ 230.508’’ and add in its place
‘‘§ 230.500 et seq’’.
■
§ 242.102
[Amended]
12. In § 242.102(b)(7)(i), remove the
reference to ‘‘§ 230.501 through
§ 230.508’’ and add in its place
‘‘§ 230.500 et seq’’.
■
§ 242.104
[Amended]
13. In § 242.104(j)(2)(i), remove the
reference to ‘‘§ 230.501 through
§ 230.508’’ and add in its place
‘‘§ 230.500 et seq’’.
■
Dated: March 23, 2012.
Elizabeth M. Murphy,
Secretary.
7. In § 230.502 introductory text,
remove the reference to ‘‘§§ 230.501–
230.508’’ and add in its place ‘‘§ 230.500
et seq. of this chapter’’.
[FR Doc. 2012–7446 Filed 3–27–12; 8:45 am]
PART 240—GENERAL RULES AND
REGULATIONS, SECURITIES
EXCHANGE ACT OF 1934
HEALTH AND HUMAN SERVICES
DEPARTMENT
■
8. The general authority citation for
Part 240 continues to read, in part, as
follows:
BILLING CODE 8011–01–P
Food and Drug Administration
■
Authority: 15 U.S.C. 77c, 77d, 77g, 77j,
77s, 77z–2, 77z–3, 77eee, 77ggg, 77nnn,
77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 78j,
78j–1, 78k, 78k–1, 78l, 78m, 78n, 78n–1, 78o,
78o–4, 78p, 78q, 78s, 78u–5, 78w, 78x, 78ll,
78mm, 80a–20, 80a–23, 80a–29, 80a–37, 80b–
3, 80b–4, 80b–11, and 7201 et seq.; 18 U.S.C.
1350, 12 U.S.C. 5221(e)(3), and Pub. L. 111–
203, § 939A, 124 Stat. 1376, (2010) unless
otherwise noted.
*
*
*
§ 240.15g–1
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*
9. In § 240.15g–1(c), remove the
reference to ‘‘17 CFR 230.501–230.508’’
and add in its place ‘‘17 CFR 230.500 et
seq’’.
■
PART 242—REGULATION M
10. The general authority citation for
Part 242 continues to read, in part, as
follows:
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New Animal Drugs for Minor Use and
Minor Species
CFR Correction
In Title 21 of the Code of Federal
Regulations, Parts 500 to 599, revised as
of April 1, 2011, on page 96, in § 516.20,
(b)(2) is revised to read as follows:
§ 516.20 Content and format of a request
for MUMS-drug designation.
*
[Amended]
■
21 CFR Part 516
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(b) * * *
(2) The name and address of the
sponsor; the name of the sponsor’s
primary contact person and/or
permanent-resident U.S. agent including
title, address, and telephone number;
the established name (and proprietary
name, if any) of the active
pharmaceutical ingredient of the drug;
and the name and address of the source
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Federal Register / Vol. 77, No. 60 / Wednesday, March 28, 2012 / Rules and Regulations
of the active pharmaceutical ingredient
of the drug.
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[FR Doc. 2012–7532 Filed 3–27–12; 8:45 am]
BILLING CODE 1505–01–D
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
Apportionment of Tax Items Among
the Members of a Controlled Group of
Corporations
CFR Correction
In Title 26 of the Code of Federal
Regulations, Part 1(§ 1.1551 to End of
Part 1), revised as of April 1, 2011, on
page 24, in § 1.1561–2, paragraphs (c)
through (f) are added to read as follows:
§ 1.1561–2 Special rules for allocating
reductions of certain section 1561(a) taxbenefit items.
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(c) Accumulated earnings credit. The
component members of a controlled
group of corporations are permitted to
allocate the amount of the accumulated
earnings credit unequally if they have
an apportionment plan in effect.
(d) [Reserved]
(e) Short taxable years not including
a December 31st date—(1) General rule.
If a corporation has a short taxable year
not including a December 31st date and,
after applying the rules of section
1561(b) and paragraph (e)(2)(i) of this
section, it qualifies as a component
member of the group with respect to its
short taxable year (short-year member),
then, for purposes of subtitle A of the
Internal Revenue Code, the amount of
any tax-benefit item described in section
1561(b) allocated to that component
member’s short taxable year shall be the
amount specified in section 1561(a) for
that item, divided by the number of
corporations which are component
members of that group on the last day
of that component member’s short
taxable year. The component members
of such group may not apportion, by an
apportionment plan, an amount of such
tax-benefit item to any short-year
member that differs from equal
apportionment of that item.
(2) Additional rules. For purposes of
paragraph (e)(1) of this section—
(i) Section 1563(b) shall be applied as
if the last day of the taxable year of a
short-year member were substituted for
December 31st; and
(ii) The term short taxable year does
not refer to any portion of a tax year of
a corporation for which its income is
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required to be included in a
consolidated return pursuant to
§ 1.1502–76(b).
(3) Calculation of the additional tax.
A short-year member (as defined in
paragraph (e)(1) of this section) for its
short taxable year calculates its
additional tax liability imposed by
section 11(b)(1) only on its own income,
and therefore the subsequent calculation
of the additional tax liability with
regard to the remaining members of the
group will not include the income of
this short-year member.
(4) Calculation of the alternative
minimum tax. If a component member
has a tax year of less than 12 months,
whether or not such tax year includes a
December 31st date, see section 443(d)
for the annualization method required
for calculating the alternative minimum
tax.
(5) Examples. The provisions of this
paragraph (e) may be illustrated by the
following examples:
Example 1. Formation of a new member of
a controlled group— (i) Facts. On January 2,
2007, corporation X transfers cash to newly
formed corporation Y (which begins business
on that date) and receives all of the stock of
Y in return. X also owns all of the stock of
corporation Z on each day of 2006 and 2007.
X, Y and Z have an apportionment plan in
effect, apportioning the 15 percent taxbracket
amount as follows: 40% ($20,000) to each of
X and Y and 20% ($10,000) to Z. X, Y and
Z each file a separate return with respect to
the group’s December 31st, 2007 testing date.
X is on a calendar tax year and Z is on a
fiscal tax year ending on March 31. Y adopts
a fiscal year ending on June 30 and timely
files a tax return for its short taxable year
beginning on January 2, 2007, and ending on
June 30, 2007.
(ii) Y’s short taxable year. On June 30,
2007, Y is a component member of a
parentsubsidiary controlled group of
corporations composed of X, Y and Z.
Pursuant to paragraph (e)(1) of this section,
the group may not apportion any amount of
the 15 percent tax bracket to Y’s short taxable
year ending on June 30, 2007. Rather, Y is
entitled to exactly 1⁄3 of such bracket amount,
or $16,667.
(iii) The members’ subsequent tax years.
On December 31st, 2007, X, Y and Z are
component members of a parent-subsidiary
controlled group of corporations. For their
tax years that include December 31st, 2007
(X’s calendar year ending December 31st,
2007, Z’s fiscal year ending March 31, 2008
and Y’s fiscal year ending June 30, 2008), X,
Y and Z apportion among themselves the full
amount of all of the applicable tax brackets
pursuant to their apportionment plan. For
example, 40% of the 15 percent tax-bracket
amount, or $20,000, was apportioned to each
of X and Y, and the remaining 10%, or
$10,000, was apportioned to Z.
Example 2. Allocating a tax bracket to the
short taxable year of a liquidated member of
a controlled group— (i) Facts. On January 1,
2007, corporation P owns all of the stock of
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corporations S1, S2 and S3 (the P group). Each
of these four component members of the P
group, with respect to the group’s December
31st, 2007 testing date, files its separate
return on a calendar year basis. These
members have an apportionment plan in
effect (the P group plan) under which S1 and
S2 are each entitled to 40% of the 15 percent
tax-bracket amount ($20,000), and P and S3
are each entitled to 10% of the 15 percent
tax-bracket amount ($5,000). On May 31,
2007, S1 liquidates and therefore files a
return for the short taxable year beginning on
January 1, 2007, and ending on May 31, 2007.
On July 31, 2007, S2 liquidates and therefore
files a return for the short taxable year
beginning on January 1, 2007 and ending on
July 31, 2007. P and S3 each file a return for
their 2007 calendar tax years.
(ii) Apportionment of the 15 percent tax
bracket to S1 for its short taxable year. On
May 31, 2007, S1 is a component member of
the P group composed of P, S1, S2 and S3.
Pursuant to paragraph (e)(1) of this section,
the group may not apportion any amount of
the 15 percent tax bracket to S1’s short
taxable year ending on June 30, 2007. Rather,
S1 is entitled to exactly 1⁄4 of such bracket
amount, or $12,500.
(iii) Apportionment of the 15 percent tax
bracket to S2 for its short taxable year. On
July 31, 2007, S2 is a component member of
the P group composed of P, S2 and S3.
Pursuant to paragraph (e)(1) of this section,
the group may not apportion any amount of
the 15 percent tax bracket to S2’s short
taxable year ending on June 30, 2007. Rather,
S2 is entitled to exactly 1⁄4 of such bracket
amount, or $16,667.
(iv) Apportionment of the 15 percent tax
bracket to P and S3 for each of their calendar
tax years. On December 31st, 2007, P and S3
are component members of the P group.
Accordingly, for P and S3’s 2007 calendar tax
year, they are each apportioned $25,000 of
the 15 percent tax bracket, pursuant to the
applicable P group plan.
Example 3. Liquidation of member after its
transfer to another controlled group— (i)
Facts. The facts are the same as in Example
2, except that P, on April 30, 2007, sold all
of the stock of S2 to the M–N controlled
group. At the time of the sale, M and N are
both unrelated to any members of the P
group. As in Example 2, S2 liquidates on July
31, 2007, and therefore files a tax return for
its short taxable year beginning on January 1,
2007, and ending on July 31, 2007. Pursuant
to the sales agreement, the N–M group timely
notified P that S2 had liquidated.
(ii) Controlled group analysis. On April 30,
2007, the date of the sale of S2, the P group
reasonably expected that S2 would be treated
as an excluded member with respect to its
December 31st, 2007 testing date. On that
April 30th date, S2 had been a member of the
P group for less than one-half the number of
days of what it expected would be a full 2007
calendar tax year preceding December 31st,
2007 (120 days (January 1–April 30) out of
364 days (January 1–December 30)). Yet, as
a result of S2’s subsequent liquidation by the
M–N group prior to December 31st, 2007, S2
became a component member of the P group
with respect to the P group’s December 31st,
2007 testing date. With respect to that
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]]>Agencies
[Federal Register Volume 77, Number 60 (Wednesday, March 28, 2012)]
[Rules and Regulations]
[Pages 18685-18686]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-7532]
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HEALTH AND HUMAN SERVICES DEPARTMENT
Food and Drug Administration
21 CFR Part 516
New Animal Drugs for Minor Use and Minor Species
CFR Correction
In Title 21 of the Code of Federal Regulations, Parts 500 to 599,
revised as of April 1, 2011, on page 96, in Sec. 516.20, (b)(2) is
revised to read as follows:
Sec. 516.20 Content and format of a request for MUMS-drug
designation.
* * * * *
(b) * * *
(2) The name and address of the sponsor; the name of the sponsor's
primary contact person and/or permanent-resident U.S. agent including
title, address, and telephone number; the established name (and
proprietary name, if any) of the active pharmaceutical ingredient of
the drug; and the name and address of the source
[[Page 18686]]
of the active pharmaceutical ingredient of the drug.
* * * * *
[FR Doc. 2012-7532 Filed 3-27-12; 8:45 am]
BILLING CODE 1505-01-D
