Full Description
This best-selling compendium covers every statutory
and regulatory exception and exemption from investment company registration.
This updated edition is, in large part, an index of key court cases, Commission
statements, and Staff no-action letters and other statements. The authors
summarize that material in an easy-to-read format and provide cites to the
relevant authorities. This update also provides practice points and commentary
that, at times, takes issue with Commission or Staff positions.
This third edition also reflects important changes
to the provisions governing status issues, as well as additional updates that
include:
Section 3(c)(1) was expanded to permit certain
venture capital funds to have up to 250 beneficial owners, instead of the 100
beneficial owners.
The Staff has modified, and may continue to
modify, when lending businesses, including real estate lending businesses, can
qualify for the exception in Section 3(c)(5).
The Commission adopted a new rule to facilitate
crowd funding offerings.
The Commission and the Staff have issued exemptive
orders and no action letters that have more important ramifications for certain
issuers considering their investment company status.
This valuable resource also examines the investment
company status of specific types of entities that may face unique status
issues, including certain crypto-focused companies, SPACs, real-estate lending
companies, commodity pools, and healthcare companies.
Contents
Part One: The Definition of an Investment Company
Chapter 1: Definition of an Issuer
Chapter 2: Definition of a Security
Chapter 3: Issuers Holding Themselves Out As Investment Companies - Section 3(a)(1)(A)
Chapter 4: Issuers Engaged in the Business of Issuing Face-Amount Certificates of the Installment Type - Section 3(a)(1)(B)
Chapter 5: Issuers Investing More Than 40 Percent of Their Assets in Investment Securities - Section 3(a)(1)(C)
Part Two: Issuers Statutorily Excepted From the Definition of Investment Company
Chapter 6: Self-Determination by Issuers Engaged in a Non-investment Company Business - Section 3(b)(1)
Chapter 7: Exception by Commission Order for Industrial Holding Companies - Section 3(b)(2)
Chapter 8: Certain Subsidiaries of Issuers That Are Not Investment Companies Under Sections 3(b)(1) or 3(b)(2) - Section 3(b)(3)
Chapter 9: Private Investment Companies - Section 3(c)(1)
Chapter 10: Underwriters, Brokers, Market Makers, and Market Intermediaries - Section 3(c)(2)
Chapter 11: Banks and Savings and Lending Entities - Section 3(c)(3)
Chapter 12: Bank Common Trust Funds - Section 3(c)(3)
Chapter 13: Insurance Companies - Section 3(c)(3)
Chapter 14: Consumer Financing Agencies - Section 3(c)(4)
Chapter 15: Commercial Financing and Mortgage Banking Businesses - Section 3(c)(5)
Chapter 16: Bank, Insurance, and Similar Holding Companies and Diversified Operating and Holding Companies - Section 3(c)(6)
Chapter 17: Qualified Purchaser Funds - Section 3(c)(7)
Chapter 18: Oil and Gas Funds - Section 3(c)(9)
Chapter 19: Charitable, Religious, and Similar Organizations - Section 3(c)(10)
Chapter 20: Qualified Pension, Governmental, and Similar Plans - Section 3(c)(11)
Chapter 21: Church Employee Pension Plans - Section 3(c)(14)
Chapter 22: Public Utility Holding Companies, Voting Trusts and Security Holders' Protective Committees - Former Section 3(c)(8), and Sections 3(c)(12) and 3(c)(13)
Chapter 23: Transactions Merely Incidental to Dissolution - Sections 7(a) and 7(b)
Part Three: Issuers Exempted From the Definition of Investment Company by Commission Rule
Chapter 24: The 45% Asset and Income Tests - Rule 3a-1
Chapter 25: Transient Investment Companies - Rule 3a-2
Chapter 26: Certain Investment Companies Owned by Non-Investment Companies - Rule 3a-3
Chapter 27: Wrap Fee and Other Investment Advisory Programs - Rule 3a-4
Chapter 28: Finance Subsidiaries - Rule 3a-5
Chapter 29: Foreign Banks and Foreign Insurance Companies - Rule 3a-6
Chapter 30: Issuers of Asset-Backed Securities - Rule 3a-7
Chapter 31: Research and Development Companies - Rule 3a-8
Chapter 32: Crowdfunding Vehicles - Rule 3a-9
Part Four: Other Issuers Deemed Not to be Investment Companies
Chapter 33: Conduit Structures, Custodial Receipt Programs, Commingling Customer Assets in a Single Bank Account, and Participation Interests in a Single Bank or Insurance Instrument
Chapter 34: Commodity Pools
Chapter 35: Employee Benefit Plans
Chapter 36: Two-Tier Limited Partnerships
Part Five: Issuers Statutorily Exempted From the 1940 Act
Chapter 37: Exemptions for the United States, States, and Political Subdivisions - Section 2(b)
Chapter 38: Companies in Reorganization - Section 6(a)(1)
Chapter 39: Certain Companies Exempted by FSLIC, and Certain Subsidiaries of Face-Amount Certificate Companies - Sections 6(a)(2) and 6(a)(3)
Chapter 40: Economic, Business, and Industrial Development Companies (BIDCOs) - Section 6(a)(4) and Rule 6a-5
Chapter 41: Employees' Securities Companies - Section 6(b)
Chapter 42: Intrastate Closed-End Investment Companies - Section 6(d) and Rule 6d-1
Bibliography
Table of Cases
Index
About the Authors
