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2009 SESSION

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SB 1220 Securities Act; sale of business doctrine. 

Introduced by: Mark D. Obenshain | all patrons    ...    notes | add to my profiles

SUMMARY AS INTRODUCED:

Securities Act; sale of business doctrine.  Exempts transfers of securities in connection with a sale of business transaction from the provision of the Securities Act that imposes civil liability on sellers of certain securities. The measure provides that a "security" does not include an instrument representing an ownership interest in an entity when all of, or a controlling interest in, the entity is transferred in a sale of business transaction, regardless of whether the interest bears the characteristics typically associated with stock or other securities. A sale of business transaction is defined as a transfer of all of, or a controlling interest in, the ownership interests of an entity incident to the sale of a commercial venture to a purchaser who will manage or direct the management of the commercial venture and who does not acquire the commercial venture's ownership interests primarily as an investment in a common venture premised on a reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of others.


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