C.F.R. » Title 12 » CHAPTER I—COMPTROLLER OF THE CURRENCY, DEPARTMENT OF THE TREASURY › PART 16—SECURITIES OFFERING DISCLOSURE RULES

12 C.F.R. § 16.7

Nonpublic offerings

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(a) The OCC will deem offers and sales of national bank or Federal savings association issued securities that meet all of the following requirements to be exempt from the registration and prospectus requirements of § 16.3 pursuant to § 16.5(c) of this part:

(1) All the securities are offered and sold in a transaction that satisfies the requirements of SEC Regulation D (17 CFR part 230, Regulation D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933); and

(2) Each purchaser who is not an accredited investor either alone or with its purchaser representative(s) has the knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that the purchaser comes within this description.

(b) All subsequent sales of national bank or Federal savings association issued securities subject to the limitations on resale of SEC Regulation D (17 CFR part 230, Regulation D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933) must be made pursuant to SEC Rule 144 (17 CFR 230.144), SEC Rule 144A (17 CFR 230.144A), another exemption from registration under the Securities Act referenced in § 16.5 of this part, or in accordance with the registration and prospectus requirements of § 16.3 of this part.

(c) No offer or sale of national bank or Federal savings association issued securities shall be made in reliance on SEC Regulation D (17 CFR part 230, Regulation D—Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933) without compliance with paragraphs (a)(1) and (a)(2) of this section.

[59 FR 54798, Nov. 2, 1994, as amended at 73 FR 22243, Apr. 24, 2008; 82 FR 8108, Jan. 23, 2017]
Notes of Decisions
Cited in 2 cases, 1991–1992 · leading case: Bennett v. Centerpoint Bank, 761 F. Supp. 908 (D.N.H. 1991).
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Bennett v. Centerpoint Bank, 761 F. Supp. 908 (D.N.H. 1991). · cites it 2× “The court is unclear as to the connection Bennett makes between an excerpt he provides from 12 C.F.R. § 16.7 21 and standing *918 to assert RICO claims.”
Bennett v. Centerpoint Bank (1st Cir. 1992). “See 12 C.F.R. 16.7(c). An injury to the bank's creditors, therefore, was an injury to him.”
— 12 C.F.R. § 16.7(c) — 1 case
Bennett v. Centerpoint Bank (1st Cir. 1992). “See 12 C.F.R. 16.7(c). An injury to the bank's creditors, therefore, was an injury to him.”
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