17 C.F.R. § 230.136

Definition of certain terms in relation to assessable stock

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(a) An offer, offer to sell, or offer for sale of securities shall be deemed to be made to the holders of assessable stock of a corporation when such corporation shall give notice of an assessment to the holders of such assessable stock. A sale shall be deemed to occur when a stockholder shall pay or agree to pay all or any part of such an assessment.

(b) The term transactions by any person other than an issuer, underwriter or dealer in section 4(1) of the Act shall not be deemed to include the offering or sale of assessable stock, at public auction or otherwise, upon the failure of the holder of such stock to pay an assessment levied thereon by the issuer, where the offer or sale is made for the purpose of realizing the amount of the assessment and any of the proceeds of such sale are to be received by the issuer. However, any person whose functions are limited to acting as auctioneer at such an auction sale shall not be deemed to be an underwriter of the securities offered or sold at the auction sale. Any person who acquires assessable stock at any such public auction or other sale with a view to the distribution thereof shall be deemed to be an underwriter of such assessable stock.

(c) The term assessable stock means stock which is subject to resale by the issuer pursuant to statute or otherwise in the event of a failure of the holder of such stock to pay any assessment levied thereon.

[24 FR 6386, Aug. 8, 1959]

Notes of Decisions

Cited in 4 cases, 1974–1991 · leading case: Fed. Sec. L. Rep. P 96,500 David L. Goodman v. Sidney Epstein, 582 F.2d 388 (7th Cir. 1978).

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Fed. Sec. L. Rep. P 96,500 David L. Goodman v. Sidney Epstein, 582 F.2d 388 (7th Cir. 1978). “” Rule 136(c) provides that “assessable stock” is that which allows the issuer to repurchase the stock if the stockholder fails to meet the assessment call.”

Ingenito v. Bermec Corp., 376 F. Supp. 1154 (S.D.N.Y. 1974). · cites it 2× “Rule 136, 17 C.F.R. § 230.136 provides that a sale of securities shall be deemed to be made to the holders of such stock when a “stockholder shall pay or agree to pay all or any part of such an assessment.”

Stewart v. Germany, 631 F. Supp. 236 (S.D. Miss. 1986). “Rule 136(a) of the Security Exchange Commission’s General Rules and Regulations under the Securities Act of 1933, 17 C.F.R. § 230.136 (1976), provides that a sale of a security occurs when the holder of assessable stock pays or agrees to pay “all or any part of such assessment.”

Daniel KLAERS, Robert Andersen, Appellants, v. Peter ST. PETER, Appellee, 942 F.2d 535 (8th Cir. 1991). “Rule 136, 17 C.F.R. § 230.136 . Like the district court, we find Goodman factually distinguishable.”

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