Or. Admin. R. 410-141-5285 - CCO HOLDING COMPANY REGULATION: Definitions

Current through Register Vol. 60, No. 12, December 1, 2021

Unless the context otherwise requires, as used in OAR 410-141-5225 to OAR 410-141-5355:

(1) "Affiliate" means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another person.

(2) "CCO holding company system" means two or more affiliated persons, one or more of which is a CCO, and includes a financial holding company as described in section 103 of the federal Gramm-Leach-Bliley Act ( P.L. 106-102 ).

(a) "Person" means an individual, corporation, limited liability company, partnership, association, joint stock company, trust or unincorporated organization, or an entity or combination of entities similar to the entities described in this paragraph.

(b) "Person" does not include:

(A) A joint venture partnership that is engaged exclusively in owning, managing, leasing or developing real or tangible personal property; or

(B) For the purposes of OAR 410-141-5000 through 410-141-5380, a securities broker that holds, in the usual and customary broker's function, less than 20 percent of the voting securities of a CCO or of any person that controls.

(3) "CCO subject to registration" means a CCO that is subject to the holding company registration requirements of OAR 410-141-5290.

(4) "Control" means possessing the direct or indirect power to manage a person or set the person's policies, whether by owning voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless the power is the result of an official position or corporate office the person holds.

(5) "Enterprise risk" means an activity, circumstance, event or series of events that involve one or more of a CCO's affiliates and that, if not remedied promptly, are likely to have an adverse material effect on the CCO's or the CCO holding company system's financial condition or liquidity, including but not limited to an activity, circumstance, event or series of events that would cause the CCO's risk-based capital to fall into company action level or cause the Authority to determine that the CCO is in hazardous financial condition.

(6) "Executive officer" means chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, controller and any other individual performing functions corresponding to those performed by the foregoing officers under whatever title.

(7) "Form A" means the form prescribed by OAR 410-141-5270.

(8) "Form B" means the form prescribed by OAR 410-141-5300.

(9) "Form C" means the form prescribed by OAR 410-141-5300.

(10) "Form D" means the form prescribed by OAR 410-141-5320.

(11) "Form F" means the form prescribed by OAR 410-141-5330.

(12) "Security holder" means a person that owns a security of another person, including a security denominated as common stock, preferred stock, membership, or a debt obligation and any instrument that is convertible into or that is evidence of the right to acquire the security of another person.

(13) "Subsidiary" means an affiliate that a person controls directly or indirectly through one or more intermediaries.

(14) "Voting security" means a security that entitles the owner or holder of the security to vote at a meeting of shareholders or members, including a security that is convertible into a voting security or that is evidence of a right to acquire a voting security.

(15) "Ultimate controlling person" means the person who is not controlled by any other person.

Notes

Or. Admin. R. 410-141-5285

DMAP 60-2019, adopt filed 12/18/2019, effective 1/1/2020

Statutory/Other Authority: ORS 413.042, 414.615, 414.625, 414.635 & 414.651

Statutes/Other Implemented: ORS 414.610 - 414.685