OAR 836-024-0180
Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation

(1)

The Director exempts as not comprehended within the purposes of ORS 732.435 (Suit to recover insider profits) the following transactions:

(a)

The acquisition of a security of an insurer pursuant to a merger or consolidation in exchange for a security of a company that, prior to the merger or consolidation:

(A)

Owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company; or

(B)

Held more than 85 percent of the combined assets of the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most available financial statements for a 12-month period prior to the merger or consolidation.

(b)

The disposition of a security of an insurer, pursuant to a merger or consolidation of an insurer that, prior to the merger or consolidation:

(A)

Owned 85 percent or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company; or

(B)

Held over 85 percent of the combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to merger or consolidation as determined by reference to their most recent available financial statements for a 12-month period prior to the merger or consolidation.

(2)

A merger for the purpose of this rule includes the sale or purchase of substantially all the assets of one insurer by another in exchange for stock that is then distributed to the security holders of the insurer that sold its assets.

(3)

Notwithstanding sections (1) and (2) of this rule, except for a purchase or sale exempted by this rule, the exemption under this rule is unavailable to a officer, director or stockholder to the extent of the purchase and sale if the officer, director or stockholder purchases a security in a company involved in the merger or consolidation or sells a security in another company involved in the merger or consolidation within a period of less than six months during which the merger or consolidation took place.

Source: Rule 836-024-0180 — Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation, https://secure.­sos.­state.­or.­us/oard/view.­action?ruleNumber=836-024-0180.

836‑024‑0003
Statutory Authority 836‑024‑0004
Application of OAR 836-024-0003 to 836-024-0055 836‑024‑0006
Definitions 836‑024‑0008
Solicitations to which OAR 836-024-0003 to 836-024-0055 Apply 836‑024‑0026
Information to Be Furnished to Security Holders 836‑024‑0031
Requirements as to Proxy 836‑024‑0033
Presentation of Information in Proxy Statement 836‑024‑0036
Material Required to Be Filed 836‑024‑0038
Mailing Communications for Security Holders 836‑024‑0039
Proposals of Security Holders 836‑024‑0041
False or Misleading Statements 836‑024‑0046
Prohibition of Certain Solicitations 836‑024‑0051
Special Provisions Applicable to Election Contests 836‑024‑0053
Filings Required in an Election Contest 836‑024‑0054
Counter Solicitations Prior to Furnishing Required Written Proxy Statement 836‑024‑0055
Filing Requirements for Preliminary Solicitation Material 836‑024‑0100
Statutory authority 836‑024‑0105
Definitions 836‑024‑0110
Securities “Held of Record” for Purpose of ORS 732.425 836‑024‑0115
Filing of Statements 836‑024‑0120
Ownership of more than 10 percent of an equity security 836‑024‑0125
Disclaimer of Beneficial Ownership 836‑024‑0130
Exemptions from ORS 732.430 and 732.435 836‑024‑0135
Exemptions from ORS 732.420 to 732.455 of Securities Purchased or Sold by Odd-lot Dealers 836‑024‑0140
Certain Transactions Subject to ORS 732.430 836‑024‑0145
Ownership of Securities Held in Trust 836‑024‑0150
Exemption for Small Transactions 836‑024‑0155
Exemption from ORS 732.435 That Need not be Reported Under ORS 732.430 836‑024‑0160
Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution 836‑024‑0165
Exemption from ORS 732.435 of Acquisitions of Shares of Stock and Stock Options under Certain Stock Bonus, Stock Option or Similar plans 836‑024‑0170
Exemption from ORS 732.435 of Certain Transactions in Which Securities are Received by Redeeming other Securities 836‑024‑0175
Exemption of long Term Profits Incident to Sales Within Six Months of the Exercise of an Option 836‑024‑0180
Exemption from ORS 732.435 of Certain Acquisitions and Dispositions of Securities Pursuant to Merger or Consolidation 836‑024‑0185
Exemption from ORS 732.435 of Transactions Involving the Deposit or Withdrawal of Equity Securities Under a Voting Trust or Deposit Agreement 836‑024‑0190
Exemption from ORS 732.435 of Certain Transactions Involving the Conversion of Equity Securities 836‑024‑0200
Exemption from ORS 732.435 of Certain Transactions Involving the Sale of Subscription Rights 836‑024‑0205
Exemption of Certain Securities from ORS 732.440 836‑024‑0210
Exemption from ORS 732.440 of Certain Transactions Effected in Connection with a Distribution 836‑024‑0215
Exemption from ORS 732.440 of Sales of Securities to be Acquired 836‑024‑0220
Arbitrage Transactions under ORS 732.450
Last Updated

Jun. 8, 2021

Rule 836-024-0180’s source at or​.us