17 CFR 230.142 - Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.

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§ 230.142 Definition of “participates” and “participation,” as used in section 2(11), in relation to certain transactions.
(a) The terms participates and participation in section 2(11) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b) shall not include the interest of a person (1) who is not in privity of contract with the issuer nor directly or indirectly controlling, controlled by, or under common control with, the issuer, and (2) who has no association with any principal underwriter of the securities being distributed, and (3) whose function in the distribution is confined to an undertaking to purchase all or some specified proportion of the securities remaining unsold after the lapse of some specified period of time, and (4) who purchases such securities for investment and not with a view to distribution.
(b) As used in this section:
(1) The term issuer shall have the meaning defined in section 2(4) (48 Stat. 74, 48 Stat. 905; 15 U.S.C. 77b) and in the last sentence of section 2(11).
(2) The term association shall include a relationship between two persons under which one:
(i) Is directly or indirectly controlling, controlled by, or under common control with, the other, or
(ii) Has, in common with the other, one or more partners, officers, directors, trustees, branch managers, or other persons occupying a similar status or performing similar functions, or
(iii) Has a participation, direct or indirect, in the profits of the other, or has a financial stake, by debtor-creditor relationship, stock ownership, contract or otherwise, in the income or business of the other.
(3) The term principal underwriter shall have the meaning defined in § 230.405.
[3 FR 3015, Dec. 16, 1938]
Cross Reference:
For interpretative release applicable to § 230.142, see No. 1862 in tabulation, part 231, of this chapter.

Title 17 published on 2014-04-01

The following are only the Rules published in the Federal Register after the published date of Title 17.

For a complete list of all Rules, Proposed Rules, and Notices view the Rulemaking tab.

  • 2014-09-30; vol. 79 # 189 - Tuesday, September 30, 2014
    1. 79 FR - Asset-Backed Securities Disclosure and Registration
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      SECURITIES AND EXCHANGE COMMISSION
      17 CFR Parts 229, 230, 232, 239, 240, 243, and 249

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United States Code
Statutes at Large

Title 17 published on 2014-04-01

The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR 230 after this date.

  • 2014-11-20; vol. 79 # 224 - Thursday, November 20, 2014
    1. 79 FR 69073 - Forward Contracts With Embedded Volumetric Optionality
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      SECURITIES AND EXCHANGE COMMISSION, COMMODITY FUTURES TRADING COMMISSION
      Proposed interpretation.
      Comments must be received on or before December 22, 2014.
      17 CFR Part 1