17 C.F.R. § 230.414

Registration by certain successor issuers

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If any issuer, except a foreign issuer exempted by Rule 3a12-3 (17 CFR 240.3a12-3), incorporated under the laws of any State or foreign government and having securities registered under the Act has been succeeded by an issuer incorporated under the laws of another State or foreign government for the purpose of changing the State or country of incorporation of the enterprises, or if any issuer has been succeeded by an issuer for the purpose of changing its form of organization, the registration statement of the predecessor issuer shall be deemed the registration statement of the successor issuer for the purpose of continuing the offering provided:

(a) Immediately prior to the succession the successor issuer had no assets or liabilities other than nominal assets or liabilities;

(b) The succession was effected by a merger or similar succession pursuant to statutory provisions or the terms of the organic instruments under which the successor issuer acquired all of the assets and assumed all of the liabilities and obligations of the predecessor issuer;

(c) The succession was approved by security holders of the predecessor issuer at a meeting for which proxies were solicited pursuant to section 14(a) of the Securities Exchange Act of 1934 or section 20(a) of the Investment Company Act of 1940 or information was furnished to security holders pursuant to section 14(c) of the Securities Exchange Act of 1934; and

(d) The successor issuer has filed an amendment to the registration statement of the predecessor issuer expressly adopting such statements as its own registration statement for all purposes of the Act and the Securities Exchange Act of 1934 and setting forth any additional information necessary to reflect any material changes made in connection with or resulting from the succession, or necessary to keep the registration statement from being misleading in any material respect, and such amendment has become effective.

[47 FR 11438, Mar. 16, 1982, as amended at 76 FR 71876, Nov. 21, 2011]

Notes of Decisions

Cited in 3 cases (1 in the last 5 years), 2017–2024 · leading case: Morrison v. Eminence Capital, LLC, 238 F. Supp. 3d 542 (S.D.N.Y. 2017).

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Morrison v. Eminence Capital, LLC, 238 F. Supp. 3d 542 (S.D.N.Y. 2017). · cites it 3× “Plaintiff makes two additional arguments to support his Section 16(b) standing, each of which involves 17 C.F.R. § 230.414 (“Rule 414”). Rule 414 provides, in relevant part, that “if any issuer has been succeeded by an issuer for the purpose of changing its form of organization,…”

Morrison v. Eminence Partners II, L.P., 714 F. App'x 14 (2d Cir. 2017). “See 17 C.F.R. § 230.414 . The SEC had proposed other rules that would have authorized Section 16(b) suits by holders of the.”

City of Hollywood Firefighters Pension Fund v. Atlassian Corp. (N.D. Cal. 2024). “” 17 C.F.R. § 230.414 (d). 1 because it included the Annual Report but did not include what they say the defendants knew by 2 October, which is that a slowdown was affecting its Paid User Expansion metric.”

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