La. Admin. Code tit. 10 § XIII-103
Affiliate, an Affiliate of, or a Person Affiliated With a Specified Person- 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.
Amount- when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security.
Certified- when used in regard to financial statements, means certified by an independent public or independent certified public accountant or accountants.
Charter- includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, affecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person.
Commissioner- the Commissioner of Securities.
Control-(including the terms controlling, controlled by and under common control with) 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 contract, or otherwise.
Controlling Person-
a. any person selling a security, or group of persons acting in concert in the sale of a security, owning beneficially (and in the absence of knowledge, or reasonable grounds for belief, to the contrary, record ownership shall for the purposes hereof be presumed to be beneficial ownership) either:
i. 25 percent or more of the outstanding voting securities of the issuer of such security where no other person owns or controls a greater percentage of such securities; or
ii. such number of outstanding securities of the issuer of such security as would enable such person, or group of persons, to elect a majority of the board of directors or other managing body of such issuer;
b. in case of unincorporated issuers, the words controlling persons shall mean any person selling a security, or group of persons acting in concert in the sale of a security, who directly or indirectly controls the activities of the issuer.
Director- any director of a corporation or any person performing similar functions with respect to any organization whether incorporated or unincorporated.
Employee- does not include a director, trustee, or officer.
Equity Security- any stock or similar security; or any security convertible, with or without consideration, into such a security; or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.
Fiscal Year- the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.
Majority-Owned Subsidiary- a subsidiary, 50 percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/or one or more of the parent's other majority-owned subsidiaries.
Material- when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing the security registered.
Officer- a president, vice-president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.
Parent- a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.
Predecessor- a person the major portion of the business and assets of which another person acquired in a single succession, or in a series of related successions, or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.
Principal Underwriter- an underwriter in privity of contract with the issuer of the securities as to which he is underwriter.
Promoter- includes:
a. any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer;
b. any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in considerations of property shall not be deemed a promoter within the meaning of this Paragraph if such person does not otherwise take part in founding and organizing the enterprise.
Prospectus- unless otherwise specified or the context otherwise requires, the term prospectus means a prospectus meeting the requirements of the act, and any rule or order issued by the Louisiana Commissioner of Securities.
Registrant- the issuer of the securities which are the subject matter of an application for registration or a report.
Share- a share of stock in a corporation or unit of interest in an unincorporated person.
Significant Subsidiary- a subsidiary meeting any one of the following conditions:
a. the assets of the subsidiary, or the investments in and advances to the subsidiary by its parent and the parent's other subsidiaries, if any, exceed 15 percent of the assets of the parent and its subsidiaries on a consolidated basis;
b. the subsidiary is the parent of one or more subsidiaries and together with such subsidiaries would, if considered in the aggregate, constitute a significant subsidiary.
Subsidiary- a subsidiary of a specified person is an affiliate controlled by such person directly, or indirectly.
Succession- the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase, or other direct transfer. The term does not include the acquisition of control of a business, unless followed by the direct acquisition of its assets. The terms succeed and successor have meanings correlative to the foregoing.
Totally-Held Subsidiary-a subsidiary:
a. substantially all of whose outstanding securities are owned by its parent and/or the parent's other totally-held subsidiaries; and
b. which is not indebted to any person other than its parent and/or the parent's other totally-held subsidiaries, in an amount which is material in relation to the particular subsidiary, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year from the date of its creation, whether evidenced by securities or not.
Underwriter- any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers' commissions. As used in this Paragraph, the term issuer shall include, in addition to an issuer, any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer.
Voting Securities- securities the holders of which are presently entitled to vote for the election of directors.
La. Admin. Code tit. 10, § XIII-103