(a) Prepared by or on behalf of the issuer. An offering document (as defined in Section 18(d)(1) of the Act [15 U.S.C. 77r(d)(1)]) is “prepared by or on behalf of the issuer” for purposes of Section 18 of the Act, if the issuer or an agent or representative:
(1) Authorizes the document's production, and
(2) Approves the document before its use.
(b) Covered securities for purposes of Section 18.
(1) For purposes of Section 18(b) of the Act (15 U.S.C. 77r), the Commission finds that the following national securities exchanges, or segments or tiers thereof, have listing standards that are substantially similar to those of the New York Stock Exchange (“NYSE”), the NYSE American LLC (“NYSE American”), or the National Market System of the Nasdaq Stock Market (“Nasdaq/NGM”), and that securities listed, or authorized for listing, on such exchanges shall be deemed covered securities:
(i) Tier I of the NYSE Arca, Inc.;
(ii) Tier I of the NASDAQ PHLX LLC;
(iii) The Chicago Board Options Exchange, Incorporated;
(iv) Options listed on Nasdaq ISE, LLC;
(v) The Nasdaq Capital Market;
(vi) Tier I and Tier II of Bats BZX Exchange, Inc.; and
(vii) Investors Exchange LLC.
(2) The designation of securities in paragraphs (b)(1)(i) through (vii) of this section as covered securities is conditioned on such exchanges' listing standards (or segments or tiers thereof) continuing to be substantially similar to those of the NYSE, NYSE American, or Nasdaq/NGM.
[62 FR 24573, May 6, 1997, as amended at 63 FR 3035, Jan. 21, 1998; 69 FR 43298, July 20, 2004; 72 FR 20414, Apr. 24, 2007; 77 FR 3597, Jan. 25, 2012; 82 FR 50069, Oct. 30, 2017]
Notes of Decisions
Pinter v. Dahl, 486 U.S. 622 (1988).
· cites it 2× “Each letter-contract signed by the purchaser stated that the participating interests were being sold without the benefit of registration under the Securities Act, in reliance on Securities and Exchange Commission (SEC or Commission) Rule 146, 17 CFR § 230.146 (1982). [3] In…”
Fed. Sec. L. Rep. P 94,517 Margaret R. Bruschi v. Ken Brown, Elmco, Inc., 876 F.2d 1526 (11th Cir. 1989).
· cites it 3× “We also must consider the following factors: Bruschi was unsophisticated and inexperienced in financial matters; Brown was her investment advisor and was more knowledgeable as to the economic and tax risks of the investment; as Bruschi’s offer-ee representative Brown undertook a…”
Johnston v. Bumba, 764 F. Supp. 1263 (N.D. Ill. 1991).
· cites it 5× “17 C.F.R. § 230.146 . Soon after the Aqua-Solar offering, the Commission issued Regulation D, which replaced Rule 146 and thus governed the subsequent Bliss offerings.”
Zobrist v. Coal-X, Inc., 708 F.2d 1511 (10th Cir. 1983).
· cites it 3× “Rule 146(d)(1), 17 C.F.R. § 230.146 (1981) (removed at 47 Fed.”
Madden v. Cowen & Co., 576 F.3d 957 (9th Cir. 2009).
“” 17 C.F.R. § 230.146 (a). Madden claims that this definition is preferable because it relates to offering documents such as the registration statement at issue in this case.”
In Re Integrated Resources Real Est. Ltd. Partnerships Sec. Litig., 815 F. Supp. 620 (S.D.N.Y. 1993).
“One of the purposes of the contract, to be sure, was to make certain that the plaintiff’s investment preserved that private offering’s exemption from the requirements of registration under SEC Rule 146, 17 C.F.R. § 230.146 ), but that was not deter *677 minative.”
Barnebey v. E.F. Hutton & Co., 715 F. Supp. 1512 (M.D. Fla. 1989).
“17 C.F.R. § 230.146 (e)(i)(ii). In this case, evidence as to compliance or non-compliance with the disclosure requirements of the Florida exemption will parallel evidence of non-disclosure of facts required to be disclosed by Rule 146 and Schedule A.”
Flynn v. Klineman, 403 N.E.2d 1117 (Ind. Ct. App. 1980).
“17 C.F.R. § 230.146 (1975). 7 . 15 U.S.C.”
Anastasi v. Am. Petroleum, Inc., 579 F. Supp. 273 (D. Colo. 1984).
· cites it 2× “Rule 146 was not mandatory; the preliminary notes to the rule clearly stated that a failure to satisfy all the requirements of the rule did not necessarily bar an issuer from the private offering exemption.”
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