14 Va. Admin. Code § 5-250-120

Current through Register Vol. 40, No. 22, June 17, 2024

Section 14VAC5-250-120 - Exemption from subsection B of the Act of certain transactions effected in connection with a distribution

A. Any transaction of purchase and sale, or sale and purchase, of a security which is effected in connection with the distribution of a substantial block of securities, shall be exempt from the provisions of subsection B of the Act (Section 38.2-214 of the Code of Virginia) to the extent specified in this subsection as not comprehended within the purpose of said subsection of the Act, upon the following conditions:

1. The person effecting the transaction is engaged in the business of distributing securities and is participating in good faith, in the ordinary course of such business, in the distribution of such block of securities;

2. The security involved in the transaction is (i) a part of such block of securities and is acquired by the person affecting the transaction, with a view to the distribution thereof, from the insurer or other persons on whose behalf such securities are being distributed or from a person who is participating in good faith in the distribution of such block of securities or (ii) a security purchased in good faith by or for the account of the person effecting the transaction for the purpose of stabilizing the market price of securities of the class being distributed or to cover an over-allotment or other short position created in connection with such distribution; and

3. Other persons not within the purview of subsection B of the Act are participating in the distribution of such block of securities on terms at least as favorable as those on which such person is participating and to an extent at least equal to the aggregate participation of all persons exempted from the provisions of subsection B of the Act 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.

B. The exemption of a transaction pursuant to this section with respect to the participation therein of one party thereto shall not render such transaction exempt with respect to participation of any other party therein unless such other party also meets the conditions of this section.

14 Va. Admin. Code § 5-250-120

Derived from Regulation 5, Case No. 18773, Rule 12, eff. April 1, 1970.

Statutory Authority

§ 38.2-214 of the Code of Virginia.