16 CFR 801.21 - Securities and cash not considered assets when acquired.
(a) Cash shall not be considered an asset of the person from which it is acquired; and
(b) Neither voting or nonvoting securities nor obligations referred to in section 7A(c)(2) shall be considered assets of another person from which they are acquired.
2. In the previous example, if “A” acquires nonvoting securities of X from “B,” then under this section the acquisition would be treated only as one of nonvoting securities of X (and would be exempt under section 7A(c)(2)), rather than one in which “A” acquires assets of “B,” requiring “A” and “B” to comply. Again, the nonvoting securities of X would have to be reflected in “A's” next regularly prepared balance sheet for purposes of section 7A(a)(2).
3. In example 1, assume that “B” receives only cash from “A” in exchange for the voting securities of X. Under this section, “B's” acquisition of cash is not an acquisition of the “assets” of “A,” and “B” is not required to file notification as an acquiring person.
- 16 CFR 801.2 — Acquiring and Acquired Persons.
- 16 CFR 802.30 — Intraperson Transactions.
- 16 CFR 802.4 — Acquisitions of Voting Securities of Issuers or Non-Corporate Interests in Unincorporated Entities Holding Certain Assets the Acquisition of Which Is Exempt.
- 16 CFR 801.50 — Formation of Unincorporated Entities.