Utah Administrative Code
Topic - Commerce
Title R164 - Securities
Rule R164-14 - Exemptions
Section R164-14-26v - Reorganization Exemption for Transactions Involving Certain Federal Covered Securities
Universal Citation: UT Admin Code R 164-14-26v
Current through Bulletin 2024-18, September 15, 2024
(A) Authority and purpose
(1) The Division enacts this rule
under authority granted by Subsection
61-1-14(2)(v) and Section
61-1-24.
(2) This rule provides an exemption for any
transaction involving a reorganization where the securities issued in the
transaction are, or will be upon completion of the transaction, covered
securities pursuant to section 18(b)(1) of the Securities Act of
1933.
(3) While the Division is
preempted by federal law from requiring registration of a covered security,
there is no such preemption of licensing requirements for issuer agents which
offer or sell covered securities.
(4) By providing this exemption, issuers that
participate in a reorganization whose securities are, or will be upon
completion of the transaction, covered securities pursuant to Section 18(b)(1)
of the Securities Act of 1933, will not be required to license agents which
meet the exclusion requirements of Subsection
61-1-13(1)(b).
(5) This exemption is self-executing and
requires no filing with the Division.
(B) Definitions
(1) "Division" means the Division of
Securities, Utah Department of Commerce.
(C) Exemption
The Division finds that registration is not necessary or appropriate for the protection of investors in connection with any transaction or series of transactions involving a merger, consolidation, reorganization, recapitalization, reclassification, or sale of assets where the securities issued in connection with the transaction are, or will be upon completion of the transaction, covered securities pursuant to Section 18(b)(1) of the Securities Act of 1933.
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