§ 230.145a. Business combinations with reporting shell companies.
174 words·~1 min read·
/us/cfr/t17/s§ 230.145a·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
With respect to a reporting shell company's shareholders, any direct or indirect business combination of a reporting shell company that is not a business combination related shell company involving another entity that is not a shell company, as those terms are defined in § 230.405, is deemed to involve an offer, offer to sell, offer for sale, or sale within the meaning of section 2(a)(3) of the Act. For purposes of this section, a reporting shell company is a company other than an asset-backed issuer as defined in § 229.1101(b) of this chapter (Item 1101(b) of Regulation AB), that has:
(a)No or nominal operations;
(b)Either:
(1)No or nominal assets;
(2)Assets consisting solely of cash and cash equivalents; or
(3)Assets consisting of any amount of cash and cash equivalents and nominal other assets; and
(c)An obligation to file reports under section 13 (15 U.S.C. 78m) or section 15(d) (15 U.S.C. 78o(d)) of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.). \[89 FR 14321, Feb. 26, 2024\]
Connectionstraces to 3
Traces to 3 documents
Citation graph
cites case law
Cites 3Cited by 0 across 0 sources