• Affiliated person Definition Nasdaq

    Affiliated person An individual who possesses enough influence and control in a corporation as to be able to alter the actions of the corporation. Most Popular Terms

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  • Associated Person financial definition of Associated Person

    1. On a futures exchange any person affiliated with an investment advisory firm brokerage or futures commission merchant.An associated person must be registered with the CFTC and must abide by the regulations of the exchange on which he/she works. 2. A person affiliated with a

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  • Rule 144 Are You an Affiliate

    While Rule 144 fails to define "control " Rule 405 of Regulation C establishes a definition of "affiliate" identical to that of Rule 144 and defines "control" as "the possession direct or indirect of the power to direct or cause the direction of the management and policies of a person whether through the ownership of voting securities by

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  • Ineligibility of Certain Persons for Membership or

    (b) No person shall become associated with a member continue to be associated with a member or transfer association to another member if such person fails or ceases to satisfy the qualification requirements established under Section 2 if applicable or if such person is or becomes subject to a disqualification under Section 4 and no broker dealer municipal securities broker or dealer

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  • Affiliates Rule 144 Solutions

    Securities sold by an affiliate include securities sold by persons who a relative or spouse of the affiliate Because sales volume limitations of Rule 144 do not apply to non-affiliates the definition of "person" in Rule 144(a)(2) does not have a practicable application to non-affiliates of issuing companies. Opinion Services.

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  • Federal Reserve BoardSection 23B. Restrictions on

    The sale of securities or other assets to an affiliate including assets subject to an agreement to repurchase. is in privity of contract with the issuer or an affiliated person of the issuer exclude any subsidiary of a bank holding company from the definition of affiliate for purposes of this section. Exception. The Board may grant an

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  • What is an affiliate and why does affiliate status affect

    "Affiliate" is a term used in the securities laws to refer to a person in a relationship of control with a company. "Control" denotes the power to direct the management or policies of the company in some way (e.g. by voting or by contract) and this is generally means a director executive officer or large-block shareholder (usually 10 or more).

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  • 15 U.S. Code § 80a–2Definitions applicability

    Apr 30 1996 · "Affiliated person" of another person means (A) any person directly or indirectly owning controlling or holding with power to vote 5 per centum or more of the outstanding voting securities of such other person (B) any person 5 per centum or more of whose outstanding voting securities are directly or indirectly owned controlled or held with power

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  • Section 101Definitions2019 U.S. Bankruptcy Code

    (48) The term "securities clearing agency" means person that is registered as a clearing agency under section 17A of the Securities Exchange Act of 1934 or exempt from such registration under such section pursuant to an order of the Securities and Exchange Commission or whose business is confined to the performance of functions of a

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  • GLOSSARY OF TERMSSEC

    APPENDIX C GLOSSARY OF TERMS 1. Advisory Affiliate Your advisory affiliates are (1) all of your officers partners or directors (or any person performing similar functions) (2) all persons directly or indirectly controlling or controlled by you and (3) all of your current employees (other than employees performing only clerical administrative support or similar functions).

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  • Who is a Covered Person for the SEC s Bad Actor

    SEC Definition of Covered Person and Whether to Look-Through Entities The SEC offers guidance on who exactly is considered to be a "covered person". Under the Rule and the SEC interpretations covered persons include The company issuing securities including its predecessor entities and affiliated entities issuing securities

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  • CFTC Cross-Border Guidance Frequently Asked Questions

    Aug 08 2013 · On May 1 2013 the SEC proposed rules and interpretive guidance for parties to cross-border security-based ("SB") swap transactions which include a proposed definition of the term "U.S. person" and address which regulatory requirements apply when a transaction occurs partially within and outside of the United States.

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  • SEC Issues Guidance on Rule 506 "Bad Actor" Provisions

    Dec 11 2013 · "Affiliated Issuer". The C DIs clarified that the term "affiliated issuer " as used in the bad actor rules includes an offering made by an affiliate (as defined in Rule 501(d) of Regulation D) of the issuer "that is issuing securities in the same offering " including an offering subject to integration pursuant to Rule 502(a) of

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  • Sec. 223.2 What is an "affiliate" for purposes of sections

    (a) For purposes of this part and except as provided in paragraphs (b) and (c) of this section "affiliate" with respect to a member bank means (1) Parent companies. Any company that controls the member bank(2) Companies under common control by a parent company. Any company including any subsidiary of the member bank that is controlled by a company that controls the member

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  • Director Independence (U.S.)

    The Affiliated Outside Director definition generally takes into account ISS uses the SEC definition of immediate family member spouses parents children step-parents step-children siblings in-laws and any person (other than a tenant or employee) sharing the . This definition means that at a company whose leadership includes

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  • Rule 506(d) "Bad Actor" Disqualifications Who s a Bad

    An affiliated issuer as the name suggests is an affiliate (a person who controls or is controlled by the issuer) who is also issuing securities in the same offering. • Any director executive officer or other officer participating in the offering.

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  • Definition of Affiliate Sample Clauses

    Definition of Affiliate. For all purposes of this Section 7 the term "Affiliate" means with respect to a specified entity (i) an entity (other than Warburg Pincus LLC (or private equity funds managed thereby) or Citigroup Inc.) that directly or indirectly through one or more intermediaries owns more than 50 of the outstanding voting securities of the Company and (ii) an entity that

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  • A reminder for departing officers and directorsLexology

    Dec 03 2014 · If the company decides to cover Rule 144 which provides a safe harbor for public resales of certain of the company s securities it should remind the insider that some of the conditions of Rule

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  • What Is an Affiliate in the Business World

    Jun 24 2019 · What Is an Affiliate An affiliate in general business terms is an "official attachment" of one business entity to another. Official attachment implies a contract or agreement of some kind and an announcement to the public of the connection between the two businesses.

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  • Director Independence (U.S.)

    The Affiliated Outside Director definition generally takes into account ISS uses the SEC definition of immediate family member spouses parents children step-parents step-children siblings in-laws and any person (other than a tenant or employee) sharing the . This definition means that at a company whose leadership includes

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  • Securities Law Firm Blog Rule 144 Sichenzia Ross

    Dec 18 2014 · Rule 144 is the main avenue open to affiliates to sell un-registered securities in the public market. An "affiliate" of an issuer is defined as a "person" who directly or indirectly controls the issuer generally any executive officer director or shareholder beneficially-owning 10 or more of the issued and outstanding shares.

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  • SEC Provides Guidance Regarding Knowledgeable Employees

    Feb 18 2014 · In the MFA letter the SEC staff effectively expanded the types of clients an individual can serve in coming within the category of a knowledgeable employee. By its terms Rule 3c-5 limits an affiliated management person to an "affiliated person " as defined in the 1940 Act who manages the investment activities of the private fund.

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  • SEC issues interpretations relating to Rule 144A and

    In adopting Regulation S the SEC indicated that persons relying on the Category 2 safe harbor must "ensure (by whatever means they choose) that any non-distributor to whom they sell securities is a non-US person and is not purchasing for the account or benefit of a US person." The SEC also noted that the "safe harbor protection would not

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  • Who is a Covered Person for the SEC s Bad Actor

    SEC Definition of Covered Person and Whether to Look-Through Entities The SEC offers guidance on who exactly is considered to be a "covered person". Under the Rule and the SEC interpretations covered persons include The company issuing securities including its predecessor entities and affiliated entities issuing securities

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  • What Are SEC Related Party Disclosures Hamilton

    Securities Lawyer 101 Blog. The Securities and Exchange Commission s (the "SEC") disclosure requirements for transactions with certain Related Persons are designed to provide shareholders with a clear and complete picture of key financial relationships impacting public companies.

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  • SEC.gov Rule 144 Selling Restricted and Control Securities

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  • Paying For RIA Referrals State And SEC Solicitor Rules

    May 27 2019 · Who has been found by the SEC to have engaged or has been convicted of engaging in any of the conduct specified in paragraphs (1) (5) or (6) of section 203(e) of the Advisers Act (i.e. making false/misleading statements to the SEC or willful violation of the Securities Act of 1933 the Securities and Exchange Act of 1934 the Investment

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  • Frequently Asked Questions about Rule 144 and Rule 145

    Under Rule 405 of the Securities Act an "affiliate" of or person "affiliated" with a specified person shall mean 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.

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  • SEC issuer legal definition of SEC issuer by Law Insider

    SEC issuer means an issuer that (a) has a class of securities registered under section 12 of the 1934 Act or is required to file reports under section 15(d) of the 1934 Act and (b) is not registered or required to be registered as an investment company under the Investment Company Act of 1940 of the United States of America as amended from time to time

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  • Affiliated Persons (Securities) Law and Legal Definition

    Affiliated Persons (Securities) Law and Legal Definition Affiliated Persons are individuals corporations trusts etc. who are in a position to influence a corporation s decisions. It includes officers directors and principal stockholders (those with 10 ownership or more) of the corporation and their immediate families.

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  • What Is an Affiliate in the Business World

    Jun 24 2019 · What Is an Affiliate An affiliate in general business terms is an "official attachment" of one business entity to another. Official attachment implies a contract or agreement of some kind and an announcement to the public of the connection between the two businesses.

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  • "U.S. Person" Definitions Under the Final Exemptive Order

    Aug 26 2013 · The cross-border application of Title VII of the Dodd-Frank Act has been a vexing question for regulators. A major factor determining the ultimate reach of such swap regulation is the definition of "U.S. person" for purposes of the regulators guidance and other pronouncements regarding cross-border regulation.

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  • Rule-144 A Basic Overview of Rule 144 Anthony L.G. PLLC

    Rule-144 The Securities Act of 1933 ("Securities Act") Rule 144 sets forth certain requirements for the use of Section 4(1) for the resale of securities. Section 4(1) of the Securities Act provides an exemption for a transaction "by a person other than an issuer underwriter or dealer." The Securities Act of 1933 ("Securities Act") Rule 144 sets forth certain requirements for the use of

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  • Affiliated Person DefinitionInvestopedia

    Jun 26 2019 · Understanding Affiliated Persons . In connection with a securities registration the Securities and Exchange Commission (SEC) expands the definition of an affiliated person quite broadly. Form S

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  • Rule 144 Rule 144 -- Are You an Affiliate

    An affiliate is a person such as 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.

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  • Securities Law Firm Blog Rule 144 Sichenzia Ross

    Dec 18 2014 · Rule 144 is the main avenue open to affiliates to sell un-registered securities in the public market. An "affiliate" of an issuer is defined as a "person" who directly or indirectly controls the issuer generally any executive officer director or shareholder beneficially-owning 10 or more of the issued and outstanding shares.

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