Cal. Code Regs. tit. 10 § 80.8304

Current through Register 2024 Notice Reg. No. 52, December 27, 2024

Section 80.8304 - Change in Control

(a) In this Section, for a person to "take action to acquire control" of a licensee means for the person to:

(1) Make a tender offer for, a request or invitation for tenders of, or an offer to exchange securities for, securities of the licensee or a parent of the licensee, if the person would by consummation thereof acquire control of the licensee;

(2) Make an agreement (including an agreement to merge a parent of the licensee or to purchase securities of the licensee or of a parent of the licensee), if the person would by consummation thereof acquire control of the licensee; or

(3) Acquire control of the licensee.

(b) Whenever any person takes action to acquire control of a licensee, such licensee shall, within 10 business days, file with the Commissioner a report containing the following information:

(1) Identify the person.

(2) Describe the action taken to acquire control of the licensee, including:

(A) Identify the party from whom the person acquired or proposes to acquire control of the licensee.

(B) State the nature, amount, and source of consideration paid or proposed to be paid for control of the licensee. Describe the basis on which the person controls or proposes to control the licensee, and state the percentage of voting securities of the licensee which the person owns or proposes to own, directly or indirectly, of record or beneficially.

(3) In case the person participates or proposes to participate in the management or operations of the licensee, describe such participation.

(4) Provide a copy of each of the last three annual reports of the person to its shareholders, a copy of any interim report issued by the person to its shareholders since the last annual report, and a copy of the last proxy or information statement issued by the person.

Cal. Code Regs. Tit. 10, § 80.8304

1. Repealer of subsection (b)(5) filed 4-7-97; operative 4-7-97 pursuant to Government Code section 11343.4(d) (Register 97, No. 15).
2. Change without regulatory effect amending section filed 8-19-97 pursuant to section 100, title 1, California Code of Regulations (Register 97, No. 34).

Note: Authority cited: Section 33202, Financial Code. Reference: Sections 33221 and 33902, Financial Code.