Nevada Administrative Code
Chapter 90 - Securities
Section 90.Sec. 25 - NEW
Universal Citation: NV Admin Code 90.Sec. 25
Current through February 27, 2024
1. Except as provided in subsection 2, a merger and acquisition broker is exempt from the licensing requirements described in NRS 90.310.
2. A merger and acquisition broker is not exempt from licensing if the broker:
(a)
Directly or indirectly, in connection with the transfer of ownership of an
eligible privately held company, receives, holds, transmits or has custody of
the funds or securities to be exchanged by the parties to the
transaction;
(b) Engages on behalf
of an issuer in a public offering of any class of securities that is registered
or is required to be registered with the Securities and Exchange Commission
under section 12 of the Securities Exchange Act of 1934, or with respect to
which the issuer files or is required to file periodic information, documents
and reports under section 15(d) of the Securities Exchange Act of
1934;
(c) Engages on behalf of any
party in a transaction involving a public shell company; or
(d) Is subject to:
(1) Suspension or revocation of registration
under section 15(b)(4) of the Securities Exchange Act of 1934;
(2) A statutory disqualification described in
section 3(a)(39) of the Securities Exchange Act of 1934;
(3) A disqualification under the rules
adopted by the Securities and Exchange Commission under section 926 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act;
(4) A final order described in paragraph
(4)(H) of section 15(b) of the Securities Exchange Act of 1934; or
(5) Chapter 645 of NRS and fails to comply
with that chapter.
3. Nothing in this section shall be construed to limit any other authority of the Administrator to exempt any person or class of persons from any provision of this chapter or chapter 90 of NRS.
4. As used in this section:
(a) "Control" means the power, directly or
indirectly, to direct the management or policies of a company, whether through
ownership of securities, by contract or otherwise. There is a presumption of
control for any person who:
(1) Is a director,
general partner, member or manager of a limited-liability company, or an
officer who exercises executive responsibility or has a similar status or
function to a director, general partner, member or manager;
(2) Has the right to vote 20 percent or more
of a class of voting securities or the power to sell or direct the sale of 20
percent or more of a class of voting securities; or
(3) In the case of a partnership or
limited-liability company, has the right to receive upon dissolution, or has
contributed, 20 percent or more of the capital.
(b) "Eligible privately held company" means a
company which:
(1) Does not have any class of
securities registered or required to be registered with the Securities and
Exchange Commission under section 12 of the Securities Exchange Act of 1934, or
with respect to which the company files or is required to file periodic
information, documents and reports under section 15(d) of the Act;
and
(2) In the fiscal year ending
immediately before the fiscal year in which the services of the merger and
acquisition broker are initially engaged with respect to the securities
transaction, and as determined by the historical financial accounting records
of the company:
(I) The earnings of the
company before interest, taxes, depreciation and amortization were less than
$25,000,000;
(II) The gross
revenues of the company were less than $250,000,000; or
(III) The company satisfied both
sub-subparagraphs (I) and (II).
(c) "Merger and acquisition broker" means a
broker and any person associated with a broker engaged in the business of
effecting securities transactions solely in connection with the transfer of
ownership of an eligible privately held company, regardless of whether that
broker acts on behalf of a seller or buyer, through the purchase, sale,
exchange, issuance, repurchase or redemption of, or a business combination
involving, securities or assets of the eligible privately held company if:
(1) The broker reasonably believes that upon
consummation of the transaction, any person acquiring securities or assets of
the eligible privately held company, acting alone or in concert, will control
and, directly or indirectly, be active in the management of the eligible
privately held company or the business conducted with the assets of the
eligible privately held company; and
(2) A person who is offered securities in
exchange for securities or assets of the eligible privately held company,
before becoming legally bound to consummate the transaction, receives or has
reasonable access to the most recent fiscal year-end financial statements of
the issuer of the securities as customarily prepared by its management in the
normal course of operations and, if the financial statements of the issuer are
audited, reviewed or compiled, any related statement by the independent
accountant, a balance sheet dated not more than 120 days before the date of the
exchange offer and information pertaining to the management, business, results
of operations for the period covered by the foregoing financial statements and
any material loss contingencies of the issuer.
(d) "Public shell company" is a company that
at the time of a transaction with an eligible privately held company:
(1) Has any class of securities registered or
required to be registered pursuant to section 12 of the Securities and Exchange
Act of 1934, or with respect to which the company files or is required to file
periodic information, documents and reports under section 15(d) of the
Act;
(2) Has no or nominal
operations; and
(3) Has:
(I) No or nominal assets;
(II) Assets consisting solely of cash and
cash equivalents; or
(III) Assets
consisting of any amount of cash and cash equivalents and nominal other
assets.
Added to NAC by Sec'y of State by R018-21A, eff. 6/2/2023
NRS 90.320, 90.750
Disclaimer: These regulations may not be the most recent version. Nevada may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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