230 R.I. Code R. 230-RICR-20-45-5.19

Current through November 7, 2024
Section 230-RICR-20-45-5.19 - Exemption from R.I. Gen. Laws Section 27-1-30 of Certain Transactions Involving an Exchange of Similar Securities.
A. Any acquisition or disposition of securities made in an exchange of shares of a class, or series thereof, of stock of an issuer for an equivalent number of shares of another class, or series thereof, of stock of the same issuer, pursuant to a right of conversion under the terms of the issuer's charter or other governing instruments shall be exempt from the operation of R.I. Gen. Laws § 27-1-30 if:
1. The shares surrendered and those acquired in exchange therefor evidence substantially the same rights and privileges except that, pursuant to the provisions of the issuer's charter or other governing instruments, the board of directors may declare and pay a lesser dividend per share on shares of the class surrendered than on shares of the class acquired in exchange therefor or may declare and pay no dividend on shares of the class surrendered;
2. The transaction was effected in contemplation of a public sale of the shares acquired in the exchange; provided, this rule shall not be construed to exempt from the operation of R.I. Gen. Laws § 27-1-30 any purchase or sale of shares of the class surrendered and any sale or purchase of shares of the class acquired in the exchange, otherwise than in the transaction of exchange exempted by this rule, within a period of less than six (6) months.

230 R.I. Code R. 230-RICR-20-45-5.19