S.D. Admin. R. 20:06:04:44

Current through Register Vol. 50, page 159, June 17, 2024

Section 20:06:04:44 - Exemption from insider trading of the act of certain transactions effected in connection with a distribution

Any security shall be exempt from the operation of SDCL 58-5-70 to the extent necessary to render lawful under such section any sale made by or on behalf of a dealer in connection with a distribution of a substantial block of securities upon the following conditions:

(1) The sale is represented by an over-allotment in which the dealer is participating as a member of an underwriting group, or the dealer or a person acting on the dealer's behalf intends in good faith to offset the sale with a security to be acquired by or on behalf of the dealer as a participant in an underwriting, selling, or soliciting-dealer group of which the dealer is a member at the time of the sale, whether or not the security to be so acquired is subject to a prior offering to existing security holders or some other class of persons; and

(2) Other persons not within the purview of SDCL 58-5-70 are participating in the distribution of such block of securities on terms at least as favorable as those on which such dealer is participating and to an extent at least equal to the aggregate participation of all persons exempted from the provisions of SDCL 58-5-70 by this section. However, the performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing such functions shall not preclude an exemption which would otherwise be available under this section.

S.D. Admin. R. 20:06:04:44

4 SDR 6, effective 8/9/1977; 12 SDR 151, 12 SDR 155, effective 7/1/1986.

General Authority: SDCL 58-5-77.

Law Implemented: SDCL 58-5-70.