California Code of Regulations
Title 10 - Investment
Chapter 3 - Commissioner of Financial Protection and Innovation
Subchapter 2 - Corporate Securities
Article 2 - Exemptions from Qualification
Section 260.103 - Exemption from Qualification of Recapitalizations and Reorganizations

Universal Citation: 10 CA Code of Regs 260.103

Current through Register 2024 Notice Reg. No. 38, September 20, 2024

(a) Pursuant to the authority contained in Section 25105 of the Code, the following transactions are exempted from the provisions of Section 25120 of the Code as not being comprehended within the purposes of the Corporate Securities Law of 1968 and the qualification of which is not necessary or appropriate in the public interest or for the protection of investors:

(1) Any change in the rights, preferences, privileges, or restrictions of or on outstanding securities, and any exchange of securities by the issuer with its existing security holders exclusively, if the transaction, had it involved the issuance of a new security containing the changed rights, preferences, privileges, or restrictions, or a new issuance of the exchange security, would have been exempt from the provisions of Section 25110 of the Code by any of the subdivisions of Section 25102 of the Code or Section 260.105.14 of these rules; and

(2) Any exchange of securities in connection with any merger or consolidation or sale of corporate assets in consideration wholly or in part of the issuance of securities under, or pursuant to, a plan of reorganization or arrangement which, pursuant to the provisions of the Bankruptcy Code, has been confirmed or is subject to confirmation by the decree or order of a court of competent jurisdiction.

(b) A transaction conducted under this rule by reason of the provisions of subdivisions (f), (h) or (n) of Section 25102 requires the issuer to file the notice prescribed thereunder (see Rules 260.102.8, 260.102.14, and 260.102.16).

1. Amendment filed 5-15-78; effective thirtieth day thereafter (Register 78, No. 20). For prior history, see Register 75, No. 4.
2. Amendment filed 10-26-81 as an emergency; designated effective 11-1-81 (Register 81, No. 44). A Certificate of Compliance must be transmitted to OAL within 120 days or emergency language will be repealed on 2-23-82.
3. Certificate of Compliance transmitted to OAL 2-22-82 and filed 3-24-82 (Register 82, No. 13).
4. Amendment of subsection (b) and NOTE filed 2-26-96; operative 2-26-96 pursuant to Government Code section 11343.4(d) (Register 96, No. 8).
5. Change without regulatory effect amending subsection (a)(2) filed 9-25-2002 pursuant to section 100, title 1, California Code of Regulations (Register 2002, No. 39).

Note: Authority cited: Sections 25105 and 25610, Corporations Code. Reference: Sections 25102 and 25103, Corporations Code.

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