Connecticut Affiliate Letter in Rule 145 Transaction is a legal document used in the state of Connecticut to comply with the provisions of Rule 145 of the Securities Act of 1933. This rule provides a safe harbor for certain transactions involving the reclassification of securities or the merger of companies. In a Rule 145 Transaction, affiliates of a company are required to sign an Affiliate Letter, which serves as a representation that they are not acting as underwriters or dealers in the transaction. The purpose of this letter is to ensure that the transaction is not being used as a means to distribute or sell securities to the public without complying with the registration requirements of the Securities Act. In Connecticut, there are different types of Connecticut Affiliate Letters that may be required depending on the specific circumstances of the transaction. Some common types include: 1. Shareholder Affiliate Letter: This letter is signed by shareholders who are affiliates of the company involved in the transaction. It may require specific information about their relationship with the company and any prior involvement in the sale or distribution of securities. 2. Director or Officer Affiliate Letter: In cases where directors or officers of the company are affiliates, they may be required to sign a separate letter stating their compliance with Rule 145. This letter may also include additional information about their role in the company and any potential conflicts of interest. 3. Control Person Affiliate Letter: If the transaction involves a control person of the company, such as a significant shareholder or executive, they may be required to sign a separate affiliate letter. This letter may include additional disclosures about their control over the company and their involvement in the transaction. It is important for companies engaging in Rule 145 Transactions in Connecticut to ensure that all necessary affiliate letters are obtained and filed with the appropriate regulatory authorities. Failure to comply with these requirements can result in legal complications and potential penalties. Overall, the Connecticut Affiliate Letter in Rule 145 Transaction plays a vital role in ensuring the transparency and compliance of securities transactions involving affiliates of a company.
Connecticut Affiliate Letter in Rule 145 Transaction
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For purposes of this calculation, the Company does not currently consider any of its shareholders who are not directors or executive officers of the Company, including any such shareholders owning 10% or more of the Company's common stock, to be affiliates of the Company.
Rule 144(a)(3) identifies what sales produce restricted securities. Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.
Rule 144 applies to the sale into the public securities market of restricted stock by anyone and of unrestricted stock sold by a controlling person (affiliate) of an issuing company. Sales into the public market involve a brokerage firm and are not face-to-face sales negotiated between a seller and a buyer.
The term affiliate is defined in Rule 405 promulgated under the Securities Act of 1933 as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
Affiliate Status. The term affiliate is defined in Rule 405 under the Act as a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, an issuer.
1. The term affiliate is defined in Rule 405 promulgated under the Securities Act of 1933 as a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.
Rule 144 at (a)(1) defines an affiliate of an issuing company as a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.
Rule 145 is an SEC rule that allows companies to sell certain securities without first having to register the securities with the SEC. This specifically refers to stocks that an investor has received because of a merger, acquisition, or reclassification.
The Commission raised the Form 144 filing thresholds so that affiliates must file Form 144 if their proposed sales in reliance on Rule 144 within a three-month period exceed 5,000 shares or $50,000. Non-affiliates no longer need to file Form 144.