Ariz. Admin. Code § 14-4-137

Current through Register Vol. 30, No. 25, June 21, 2024

Section R14-4-137 - Exempt Transactions - Securities Issued Pursuant to Court or Governmental Order

A. An issuance of securities in exchange for bona fide claims or property interests within or from this state which is made pursuant to a final judgment or order, in either event no longer subject to appeal, of a federal or state court of competent jurisdiction or other governmental authority expressly authorized by law, and where the terms and conditions of such issuance are approved, shall be added to the class of transactions exempt under A.R.S. § 44-1844. An offering made pursuant to this exemption cannot be combined with an offering made pursuant to A.R.S. §§ 44-1843, 44-1843.01, and 44-1844.

B. To qualify for exemption under this rule, the following conditions must be satisfied:

1. The issuer shall file with the Commission one copy of a notice of the hearing upon the fairness of the terms of the issuance, no less than 10 calendar days prior to the hearing.

2. The hearing must be held after reasonable notice and opportunity to be heard is given to all interested parties.

3. At the conclusion of the hearing, the court or other governmental authority must expressly find that the terms of the exchange are fair.

4. The issuer shall file with the Commission one copy of the final signed order of the court or other governmental authority within 10 calendar days of the issuance of such order.

C. This rule is not available to any issuer for any transaction or chain of transactions that, although in technical compliance with the rule, is part of a plan or scheme to evade the registration provisions of the Arizona Securities Act.

Ariz. Admin. Code § R14-4-137

Adopted effective December 20, 1991 (Supp. 91-4).