District of Columbia Affiliate Letter in Rule 145 Transaction

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Description

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.

A District of Columbia Affiliate Letter in a Rule 145 Transaction refers to a document required by the Securities and Exchange Commission (SEC) when a company (referred to as the "Issuer") has entered into a transaction subject to SEC Rule 145. This rule applies when the transaction involves a merger, consolidation, or other reorganization, where securities are being issued by the Issuer in exchange for the securities of another entity (referred to as the "Acquired Company"). The District of Columbia Affiliate Letter, specifically applicable in the District of Columbia, is a crucial element in complying with SEC regulations during this type of transaction. It is a letter signed by an authorized officer or representative of the Acquired Company located in the District of Columbia. This letter attests to the fact that the individual(s) signing the letter are affiliates of the Acquired Company as defined by the SEC regulations. The purpose of the District of Columbia Affiliate Letter is to provide transparency and disclosure to the SEC regarding the identities of affiliates associated with the Acquired Company. An affiliate is generally considered to be any entity or person that directly or indirectly controls, is controlled by, or is under common control with the company involved in the transaction. The letter helps ensure that the details of such affiliations are properly disclosed and accounted for during the Rule 145 Transaction. The District of Columbia Affiliate Letter is just one type of affiliate letter that may be required in a Rule 145 Transaction. There may be different variations of this letter depending on the jurisdiction where the Acquired Company is located. Other types of affiliate letters may include state-specific versions, such as the California Affiliate Letter or the New York Affiliate Letter. The specific requirements for each jurisdiction may vary slightly, but the overall objective remains the same — to disclose and document the affiliations of the parties involved in the transaction. In conclusion, the District of Columbia Affiliate Letter in a Rule 145 Transaction is an essential document that ensures compliance with SEC regulations and provides transparency regarding the affiliations of the Acquired Company. Other variations of affiliate letters may exist for different jurisdictions, all serving the purpose of facilitating proper disclosure and documentation of affiliations.

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FAQ

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.

(1) An affiliate of an issuer is 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 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.

An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise.

The amendments to Rules 144 and 145 are intended to decrease the cost of capital for public and private issuers by providing increased liquidity to investors who acquire restricted securities from public and private issuers.

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.

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.

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.

More info

By KL Kim · 2015 · Cited by 4 ? of securities in connection with a Rule 145 transaction.Insurance Company of New York, SEC No-Action Letter, 2005 SEC No-Act. LEXIS 860,(D.C. Cir. By JW Hicks · 1988 · Cited by 16 ? state except Louisiana, the District of Columbia, Guam, and the Virgin Islandsregistered securities sold in a transaction covered by rule 145(a) 32-- a ...Written communications pursuant to Rule 425 under the Securities Act (17 CFRthat relates to a transaction subject to Rule 145 under the Securities Act,. Rule 145 promulgated under the Securities Act of 1933 governs thethat a shell company can complete a 3(a)(10) transaction prior to and ... 144, with correlative changes to Rule 145 (the ?Proposals?),1Affiliates, who would remain obligated to file Forms 144, ... By RB Campbell Jr · 1987 · Cited by 17 ? (c) Any constituent corporation, or any person who is an affiliate of a con- stituent corporation at the time any transaction specified in paragraph (a) of this ... 62 The issuer (or affiliate) must file with the SEC asecurities received in a Rule 145(a) transaction not involving a shell company and meeting the §. Washington, D.C. 20549. FORM 144. NOTICE OF PROPOSED SALE OF SECURITIES. PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. Written communications pursuant to Rule 425 under the Securities Act (17 CFRIn connection with the proposed merger, M&T will file with the SEC a ... The Commission shall by rule or regulation add a class of securities to the securities exempted pursuant to thisS.E.C., 825 F.3d 646, 652 (D.C. Cir.

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District of Columbia Affiliate Letter in Rule 145 Transaction