"The spin-off company does not have to register th
Post# of 56323
Posted On: 01/27/2015 3:48:52 PM
"The spin-off company does not have to register the shares of the spin-off under the Securities Act of 1933 if it meets certain conditions." SEC.gov
"It is the Division's view that the subsidiary does not have
to register a spin-off under the Securities Act when: /4
* the parent shareholders do not provide
consideration for the spun-off shares;
* the spin-off is pro-rata to the parent
shareholders;
* the parent provides adequate information about the
spin-off and the subsidiary to its shareholders and to
the trading markets;
* the parent has a valid business purpose for the
spin-off; and
* if the parent spins-off "restricted securities,"
it has held those securities for at least two years."
"It is the Division's view that the subsidiary does not have
to register a spin-off under the Securities Act when: /4
* the parent shareholders do not provide
consideration for the spun-off shares;
* the spin-off is pro-rata to the parent
shareholders;
* the parent provides adequate information about the
spin-off and the subsidiary to its shareholders and to
the trading markets;
* the parent has a valid business purpose for the
spin-off; and
* if the parent spins-off "restricted securities,"
it has held those securities for at least two years."
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