Cal. Code Regs. Tit. 10, § 260.103 - Exemption from Qualification of Recapitalizations and Reorganizations
(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).
Notes
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 A Certificate of Compliance must be transmitted to OAL within 120 days or emergency language will be repealed on 2-23-82.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.
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).
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