From c4f2c6c389b2e60091948c660023b32421f9c826 Mon Sep 17 00:00:00 2001 From: JSv4 Date: Tue, 9 Jun 2026 21:34:33 -0500 Subject: [PATCH 01/10] Corpus reference enrichment: engine, authority corpora, cross-corpus law linking, analyzer integration, governance-graph demo MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit The full reference-web substrate for the governance graph initiative: Engine (opencontractserver/enrichment/): - Deterministic extraction of explicit references: law citations in suffix ("Section 145 of the DGCL"), prefix ("Securities Act Section 4(a)(5)"), statute-internal relative ("§ 251 of this title"), and bare SEC rule ("Rule 506(b)" -> sec-rule:506(b)) forms; document/exhibit references; internal section references; opt-in defined-term definition sites. - Resolution to in-corpus targets; idempotent writer producing mention annotations (dedup by document/label/span-start), OC_REFERENCES relationships, DocumentRelationship rollups (feeds the corpus document graph), and CorpusReference rows. Cross-corpus law linking: - New CorpusReference model (annotations/0078): cross-document/cross-corpus/ external-law links with indexed canonical_key join key. - AuthorityCorpusBootstrapper (enrichment/authorities.py): statute sections as keyed text documents; idempotent with amendment version-up and self-healing restamp; subsection->section resolution fallback. - Data-driven authority alias registry from custom_meta.authority_aliases — adding a body of law is a bootstrap call, zero code changes. - link_external_references upgrades EXTERNAL citations to RESOLVED cross-corpus links with in-app link_url; auto-runs inside apply(). Analyzer framework: - New @corpus_analyzer_task decorator: corpus-scoped sibling of @doc_analyzer_task (one run per Analysis, task owns its writes, wrapper manages Analysis lifecycle). Dispatch, auto-sync, and the analyzer.W001 check cover both flavours. - corpus_reference_enrichment adapter task registers enrichment as a real task-based Analyzer, dispatchable via CorpusAction. Surfacing: - Agent tool pair scan_corpus_references / apply_corpus_reference_enrichment (approval + write gated); read-only corpusReferences GraphQL query scoped via CorpusReferenceService. Demo (demo/): authority seed JSONs with real statutory text (DGCL, Securities Act, Exchange Act, IRC, ICA, SEC Rules), bootstrap/import/export scripts, standalone D3 governance-graph visualization and hi-res render. Proven live across 5 filing corpora (254 documents): 1,943 references resolved, 1,501 of 1,726 statutory citations linked to in-system law. 110 tests across enrichment + analyzer integration. --- .gitignore | 3 + .../corpus-reference-enrichment.added.md | 68 + config/graphql/annotation_queries.py | 25 + config/graphql/annotation_types.py | 17 + config/graphql/graphene_types.py | 1 + demo/Readme.CAML.md | 112 + demo/authority_seeds/dgcl.json | 130 + demo/authority_seeds/exchange-act.json | 41 + demo/authority_seeds/ica.json | 15 + demo/authority_seeds/irc.json | 39 + demo/authority_seeds/sec-rule.json | 85 + demo/authority_seeds/securities-act.json | 46 + demo/bootstrap_authorities.py | 47 + demo/export_governance_graph.py | 205 + demo/governance_graph.html | 360 + demo/governance_graph.json | 8092 +++++++++++++++++ demo/governance_graph_final.png | Bin 0 -> 3252458 bytes demo/import_edgar_corpora.py | 66 + .../corpus_reference_enrichment.md | 110 + opencontractserver/analyzer/checks.py | 8 +- opencontractserver/analyzer/utils.py | 16 +- .../migrations/0078_corpusreference.py | 165 + opencontractserver/annotations/models.py | 96 + opencontractserver/enrichment/__init__.py | 6 + opencontractserver/enrichment/authorities.py | 223 + opencontractserver/enrichment/constants.py | 69 + opencontractserver/enrichment/extractor.py | 236 + opencontractserver/enrichment/resolver.py | 156 + opencontractserver/enrichment/service.py | 263 + opencontractserver/enrichment/writer.py | 195 + .../llms/tools/core_tools/__init__.py | 10 + .../tools/core_tools/corpus_references.py | 74 + .../llms/tools/tool_registry.py | 37 + opencontractserver/shared/decorators.py | 96 +- opencontractserver/tasks/__init__.py | 2 + .../tasks/corpus_analysis_tasks.py | 60 + opencontractserver/tasks/corpus_tasks.py | 26 + .../tests/test_analyzer_app_coverage.py | 16 +- .../test_enrichment_analyzer_integration.py | 137 + .../tests/test_enrichment_authorities.py | 211 + .../tests/test_enrichment_extractor.py | 154 + .../tests/test_enrichment_linking.py | 134 + .../tests/test_enrichment_resolver.py | 90 + .../tests/test_enrichment_tools.py | 110 + .../tests/test_enrichment_writer.py | 259 + opencontractserver/utils/celery_tasks.py | 24 + 46 files changed, 12318 insertions(+), 17 deletions(-) create mode 100644 changelog.d/corpus-reference-enrichment.added.md create mode 100644 demo/Readme.CAML.md create mode 100644 demo/authority_seeds/dgcl.json create mode 100644 demo/authority_seeds/exchange-act.json create mode 100644 demo/authority_seeds/ica.json create mode 100644 demo/authority_seeds/irc.json create mode 100644 demo/authority_seeds/sec-rule.json create mode 100644 demo/authority_seeds/securities-act.json create mode 100644 demo/bootstrap_authorities.py create mode 100644 demo/export_governance_graph.py create mode 100644 demo/governance_graph.html create mode 100644 demo/governance_graph.json create mode 100644 demo/governance_graph_final.png create mode 100644 demo/import_edgar_corpora.py create mode 100644 docs/test_scripts/corpus_reference_enrichment.md create mode 100644 opencontractserver/annotations/migrations/0078_corpusreference.py create mode 100644 opencontractserver/enrichment/__init__.py create mode 100644 opencontractserver/enrichment/authorities.py create mode 100644 opencontractserver/enrichment/constants.py create mode 100644 opencontractserver/enrichment/extractor.py create mode 100644 opencontractserver/enrichment/resolver.py create mode 100644 opencontractserver/enrichment/service.py create mode 100644 opencontractserver/enrichment/writer.py create mode 100644 opencontractserver/llms/tools/core_tools/corpus_references.py create mode 100644 opencontractserver/tasks/corpus_analysis_tasks.py create mode 100644 opencontractserver/tests/test_enrichment_analyzer_integration.py create mode 100644 opencontractserver/tests/test_enrichment_authorities.py create mode 100644 opencontractserver/tests/test_enrichment_extractor.py create mode 100644 opencontractserver/tests/test_enrichment_linking.py create mode 100644 opencontractserver/tests/test_enrichment_resolver.py create mode 100644 opencontractserver/tests/test_enrichment_tools.py create mode 100644 opencontractserver/tests/test_enrichment_writer.py diff --git a/.gitignore b/.gitignore index fffc41e5d..3d4c423e5 100644 --- a/.gitignore +++ b/.gitignore @@ -211,3 +211,6 @@ docs/superpowers/ # Superpowers brainstorming scratch files .superpowers/ + +# Demo corpus-import zips (large binaries, staged locally from ~/Code/EDGARx2) +demo/import_zips/ diff --git a/changelog.d/corpus-reference-enrichment.added.md b/changelog.d/corpus-reference-enrichment.added.md new file mode 100644 index 000000000..7fab33911 --- /dev/null +++ b/changelog.d/corpus-reference-enrichment.added.md @@ -0,0 +1,68 @@ +- **Corpus reference enrichment agent.** A corpus-scoped agent tool pair that + crawls a corpus, inventories explicit references, and persists them — proven + on a real 55-document S-1 corpus (348 references created). + - New deterministic engine in `opencontractserver/enrichment/` + (`extractor.py`, `resolver.py`, `writer.py`, `service.py`): regex/grammar + extraction of law citations (`Section 145 of the Delaware General + Corporation Law` → canonical key `dgcl:145`), document/exhibit references, + internal section references, and defined-term definition sites + (`(the "Company")` / `"Change of Control" means …` → `term:company` / + `term:change-of-control`, opt-in and capped); resolution to in-corpus target + documents and OC_SECTION annotations. + - New `CorpusReference` model (`opencontractserver/annotations/models.py`, + migration `annotations/0078_corpusreference`): a first-class + cross-document / cross-corpus / external-law connection with an indexed + `canonical_key` join key (`target_corpus` anticipates future cross-corpus + linking). Within-document section links continue to use `Relationship`; + every reference also gets a mention `Annotation` (law payloads stored in + `Annotation.data`, resolved document links in `Annotation.link_url` as + in-app site-relative paths). + - Two agent tools (`opencontractserver/llms/tools/core_tools/corpus_references.py`, + registered in `tool_registry.py`): `scan_corpus_references` (read-only + inventory) and `apply_corpus_reference_enrichment` + (`requires_approval=True`, `requires_write_permission=True`) — the + CAML-style scan → approval-gated apply pattern. Enrichment is idempotent. + - Read-only GraphQL `corpusReferences(corpusId)` query + (`config/graphql/annotation_types.py`, `annotation_queries.py`), visibility + scoped to corpus READ via `CorpusReferenceService`. + - Resolved document/exhibit references additionally roll up to + `DocumentRelationship` rows (`enrichment/writer.py`), feeding the corpus + document graph. Mention dedup is by (document, label, span start) so a + growing alias registry cannot duplicate mentions. +- **Authority corpora + cross-corpus law linking.** + - `opencontractserver/enrichment/authorities.py`: `AuthorityCorpusBootstrapper` + materialises statute sections as keyed text documents + (`Document.custom_meta.canonical_key`, e.g. `dgcl:145`), idempotently + (skip / version-up on amendment / self-healing restamp after concurrent + pipeline saves). `find_authority_target` resolves citations with + subsection→section fallback (`dgcl:122(17)` → `dgcl:122`), visibility- and + current-version-aware. + - `EnrichmentService.link_external_references` upgrades EXTERNAL law + citations to RESOLVED cross-corpus links (`target_corpus`/`target_document` + + in-app `link_url` on the mention); runs automatically inside `apply()` + and is re-runnable as new authority corpora appear. + - Data-driven authority alias registry: `authority_alias_registry(user)` + merges static defaults with `custom_meta.authority_aliases` declared by + authority corpora — adding a body of law is a bootstrap call, zero code. +- **Citation grammar coverage** (`enrichment/extractor.py`): suffix form + ("Section 145 of the DGCL"), prefix form ("Securities Act Section 4(a)(5)"), + statute-internal relative form ("§ 251 of this title", keyed via the + document's own authority context), and bare SEC rules ("Rule 506(b)", + "Rule 144A", "Rule 10b-5" → `sec-rule:*`). +- **Analyzer framework: corpus-scoped analyzers.** + - New `@corpus_analyzer_task` decorator (`shared/decorators.py`) — the + corpus-scoped sibling of `@doc_analyzer_task`: runs once per Analysis, + owns its own writes, wrapper manages the Analysis lifecycle + (RUNNING/COMPLETED/FAILED, timestamps, result/error messages). + - `get_corpus_analyzer_task_by_name` / `get_analyzer_task_by_name` + (`utils/celery_tasks.py`); `run_task_name_analyzer` dispatches + corpus-scoped analyzers as a single task (no per-doc fan-out); analyzer + auto-sync and the `analyzer.W001` check cover both flavours. + - Enrichment adapter task + (`opencontractserver/tasks/corpus_analysis_tasks.py`) registers the engine + as a real task-based Analyzer (dispatchable via `CorpusAction`), attaching + to the framework-created Analysis instead of creating its own. +- **Demo pipeline** (`demo/`, untracked zips excluded): authority seed JSONs + with real statutory text (DGCL, Securities Act, Exchange Act, IRC, ICA, + SEC Rules — 17 C.F.R.), bootstrap/import/export scripts, and a standalone + D3 governance-graph visualization (`governance_graph.html`). diff --git a/config/graphql/annotation_queries.py b/config/graphql/annotation_queries.py index b76dd124f..97d10656c 100644 --- a/config/graphql/annotation_queries.py +++ b/config/graphql/annotation_queries.py @@ -19,6 +19,7 @@ from config.graphql.graphene_types import ( AnnotationLabelType, AnnotationType, + CorpusReferenceType, LabelSetType, NoteType, PageAwareAnnotationType, @@ -47,6 +48,30 @@ class AnnotationQueryMixin: """Query fields and resolvers for annotation, relationship, label, labelset, and note queries.""" + # CORPUS REFERENCE RESOLVERS ############################### + corpus_references = DjangoConnectionField( + CorpusReferenceType, + corpus_id=graphene.ID(required=True), + reference_type=graphene.String(), + canonical_key=graphene.String(), + ) + + def resolve_corpus_references(self, info, corpus_id, **kwargs) -> Any: + """List enrichment cross-references for a corpus the user can read. + + Visibility is enforced by ``CorpusReferenceService`` (corpus-derived); + no inline Tier-0 permission fusion here. + """ + from opencontractserver.enrichment.service import CorpusReferenceService + + pk = int(from_global_id(corpus_id)[1]) + qs = CorpusReferenceService.for_corpus(info.context.user, pk) + if kwargs.get("reference_type"): + qs = qs.filter(reference_type=kwargs["reference_type"]) + if kwargs.get("canonical_key"): + qs = qs.filter(canonical_key=kwargs["canonical_key"]) + return qs + # ANNOTATION RESOLVERS ##################################### annotations = DjangoConnectionField( AnnotationType, diff --git a/config/graphql/annotation_types.py b/config/graphql/annotation_types.py index 727b89ec6..c842d34f5 100644 --- a/config/graphql/annotation_types.py +++ b/config/graphql/annotation_types.py @@ -19,6 +19,7 @@ from opencontractserver.annotations.models import ( Annotation, AnnotationLabel, + CorpusReference, LabelSet, Note, NoteRevision, @@ -46,6 +47,22 @@ class Meta: connection_class = CountableConnection +class CorpusReferenceType(DjangoObjectType): + """Read-only view of an enrichment cross-reference. + + No ``AnnotatePermissionsForReadMixin``: ``CorpusReference`` has no guardian + permission tables — visibility derives from the parent corpus and is + enforced by ``CorpusReferenceService`` in the resolver. + """ + + normalized_data = GenericScalar() # noqa + + class Meta: + model = CorpusReference + interfaces = [relay.Node] + connection_class = CountableConnection + + class RelationInputType(AnnotatePermissionsForReadMixin, graphene.InputObjectType): id = graphene.String() source_ids = graphene.List(graphene.String) diff --git a/config/graphql/graphene_types.py b/config/graphql/graphene_types.py index 538bc445a..297f02d00 100644 --- a/config/graphql/graphene_types.py +++ b/config/graphql/graphene_types.py @@ -19,6 +19,7 @@ AnnotationInputType, AnnotationLabelType, AnnotationType, + CorpusReferenceType, LabelSetType, NoteRevisionType, NoteType, diff --git a/demo/Readme.CAML.md b/demo/Readme.CAML.md new file mode 100644 index 000000000..ccebb213f --- /dev/null +++ b/demo/Readme.CAML.md @@ -0,0 +1,112 @@ +--- +version: "1.0" + +hero: + kicker: "Governance Knowledge Graph" + title: + - "Select 2026 IPO S-1 Filings" + - "{wired to the law}" + subtitle: > + Two SEC registration statements — SpaceX and Fervo Energy — parsed into a + living citation graph. Every exhibit cross-reference and statutory citation + has been detected, normalized, and resolved to its target: down to the + section text of the Delaware General Corporation Law, the Securities Act of + 1933, the Exchange Act of 1934, and the Internal Revenue Code. + stats: + - "59 of 59 statutory citations resolved" + +footer: + notice: "Reference web generated by OpenContracts corpus reference enrichment — idempotent, re-runnable, permission-aware." +--- + +::: chapter {#overview} +>! Section 01 +## Overview + +This corpus collects the primary registration statements and exhibits of two +2026 IPO filings — **Space Exploration Technologies Corp** (S-1, filed +2026-05-20) and **Fervo Energy Company** (S-1, filed 2026-04-17) — drafted by +the world's top securities law firms. It is the pilot corpus for the +OpenContracts **reference enrichment engine**: a deterministic pass that turns +the citations buried in filing prose into first-class, navigable links. + +:::: corpus-stats +- documents | Documents +- annotations | Annotations +:::: + +::: + +::: chapter {#reference-web} +>! Section 02 +## The Reference Web + +A single enrichment pass over the corpus detected **348 explicit references** +(snapshot: 2026-06-09), each one anchored to the exact span of text where it +appears: + +:::: cards {columns: 3} +- **Statutory Citations** | 59 found | #f5b942 + Citations like "Section 145 of the Delaware General Corporation Law" are + normalized to canonical keys (dgcl:145) and resolved cross-corpus to the + governing section text. All 59 now link to a statute document in this system. +- **Exhibit References** | 63 found | #5aa7ff + "Exhibit 10.12 hereto" becomes an in-app link from the registration statement + to the exhibit document itself — 16 resolved to their target documents inside + this corpus. +- **Internal Section References** | 226 found | #3ddc97 + Cross-references like see "Risk Factors" are resolved to the section heading + they point at, within the same document. +:::: + +::: + +::: chapter {#the-law, theme: dark} +>! Section 03 +## The Law Layer + +The statutes these filings cite are not footnotes here — they are **documents +in their own corpora**, one per section, carrying the full statutory text from +official sources. Citations resolve across corpus boundaries to: + +:::: cards {columns: 2} +- **Delaware General Corporation Law** | 10 sections | #f5b942 + Title 8, Chapter 1 — the corporate-law backbone. Sections 116, 122, 145, 151, + 202, 203, 212, 224, 228, and 242, fetched from the official Delaware Code. +- **Securities Act of 1933** | 6 sections | #ffd166 + Sections 2, 4, 7, 8, 11, and 22 — registration, exemptions, and liability for + the offering itself. +- **Securities Exchange Act of 1934** | 5 sections | #f4a261 + Sections 10, 12, 13, 14, and 16. Section 16 (insider reporting and + short-swing profits) is the single most-cited provision in the corpus, with + 21 separate citations across both filings. +- **Internal Revenue Code** | 4 sections | #e9c46a + Sections 368, 451, 501, and 1202 — reorganizations, income timing, and + qualified small business stock. +:::: + +>>> Section 16 of the Exchange Act — insider reporting — is the law both +>>> companies cite most. Twenty-one citations, every one now a click away from +>>> the statutory text. + +::: + +::: chapter {#how} +>! Section 04 +## How This Was Built + +The web is generated, not curated. The enrichment engine extracts references +with high-precision grammars, resolves them against the corpus (and against +every visible authority corpus), and persists the result as ordinary +OpenContracts objects — span annotations for every mention, document +relationships for the document graph, and cross-corpus reference records keyed +by canonical citation (dgcl:145, exchange-act:16). Re-running the pass is +idempotent: as new filings or new bodies of law are added, only the new +references appear. + +:::: cta +- [OpenContracts on GitHub](https://github.com/JSv4/OpenContracts) {primary} +- [Explore the documents](#overview) +:::: + +::: diff --git a/demo/authority_seeds/dgcl.json b/demo/authority_seeds/dgcl.json new file mode 100644 index 000000000..192009cb9 --- /dev/null +++ b/demo/authority_seeds/dgcl.json @@ -0,0 +1,130 @@ +{ + "corpus_title": "Delaware General Corporation Law (Title 8, Ch. 1)", + "authority": "dgcl", + "aliases": [ + "Delaware General Corporation Law", + "DGCL" + ], + "sections": [ + { + "key": "dgcl:116", + "heading": "DGCL § 116 — Document form, signature and delivery", + "text": "(a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered:\n\n(1) Any act or transaction contemplated or governed by this chapter or the certificate of incorporation or bylaws may be provided for in a document, and an electronic transmission shall be deemed the equivalent of a written document. “Document” means:\n\na. Any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments; and\n\nb. An electronic transmission.\n\n(2) Whenever this chapter or the certificate of incorporation or bylaws requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. “Electronic signature” means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person’s signature.\n\n(3) Unless otherwise agreed between the sender and recipient (and in the case of proxies or consents given by or on behalf of a stockholder, subject to the additional requirements set forth in § 212(c)(2) and (3) and § 228(d)(1) of this title, respectively), an electronic transmission shall be deemed delivered to a person for purposes of this chapter and the certificate of incorporation and bylaws when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered, so long as the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the certificate of incorporation, the bylaws or from the context and surrounding circumstances, including the parties’ conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.\n\nThis chapter shall not prohibit 1 or more persons from conducting a transaction in accordance with Chapter 12A of Title 6 so long as the part or parts of the transaction that are governed by this chapter are documented, signed and delivered in accordance with this subsection or otherwise in accordance with this chapter. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with this chapter, the certificate of incorporation and the bylaws.\n\n(b) Subsection (a) of this section shall not apply to:\n\n(1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or other judicial or governmental body of this State;\n\n(2) A document comprising part of the stock ledger;\n\n(3) A certificate representing a security;\n\n(4) Any document expressly referenced as a notice (or waiver of notice) by this chapter, the certificate of incorporation or bylaws;\n\n(5) [Repealed.]\n\n(6) A ballot to vote on actions at a meeting of stockholders; and\n\n(7) An act or transaction effected pursuant to § 280 of this title or subchapters III, XIII or XVI of this chapter.\n\nThe foregoing shall not create any presumption about the lawful means to document a matter addressed by this subsection, or the lawful means to sign or deliver a document addressed by this subsection. No provision of the certificate of incorporation or bylaws shall limit the application of subsection (a) of this section except for a provision that expressly restricts or prohibits the use of an electronic transmission or electronic signature (or any form thereof) or expressly restricts or prohibits the delivery of an electronic transmission to an information processing system.\n\n(c) In the event that any provision of this chapter is deemed to modify, limit or supersede the Electronic Signatures in Global and National Commerce Act, (15 U.S.C. § 7001 et. seq.), the provisions of this chapter shall control to the fullest extent permitted by § 7002(a)(2) of such act [15 U.S.C. § 7002(a)(2)].", + "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" + }, + { + "key": "dgcl:122", + "heading": "DGCL § 122 — Specific powers", + "text": "Every corporation created under this chapter shall have power, whether or not so provided in the certificate of incorporation, to:\n\n(1) Have perpetual succession by its corporate name, unless a limited period of duration is stated in its certificate of incorporation;\n\n(2) Sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding, in its corporate name;\n\n(3) Have a corporate seal, which may be altered at pleasure, and use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;\n\n(4) Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated;\n\n(5) Appoint such officers and agents as the business of the corporation requires and to pay or otherwise provide for them suitable compensation; provided that any contract or other appointment or delegation of authority that empowers an officer or agent to act on behalf of the corporation shall be subject to § 141(a) of this title, to the extent it is applicable;\n\n(6) Adopt, amend and repeal bylaws in accordance with § 109 of this title;\n\n(7) Wind up and dissolve itself in the manner provided in this chapter;\n\n(8) Conduct its business, carry on its operations and have offices and exercise its powers within or without this State;\n\n(9) Make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war or other national emergency in aid thereof;\n\n(10) Be an incorporator, promoter or manager of other corporations of any type or kind;\n\n(11) Participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;\n\n(12) Transact any lawful business which the corporation’s board of directors shall find to be in aid of governmental authority;\n\n(13) Make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income, and make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of (a) a corporation all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation, or (b) a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or (c) a corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation, and make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation;\n\n(14) Lend money for its corporate purposes, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested;\n\n(15) Pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement, benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of its subsidiaries;\n\n(16) Provide insurance for its benefit on the life of any of its directors, officers or employees, or on the life of any stockholder for the purpose of acquiring at such stockholder’s death shares of its stock owned by such stockholder;\n\n(17) Renounce, in its certificate of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or 1 or more of its officers, directors or stockholders; and\n\n(18) Notwithstanding § 141(a) of this title, make contracts with 1 or more current or prospective stockholders (or 1 or more beneficial owners of stock), in its or their capacity as such, in exchange for such minimum consideration as determined by the board of directors (which may include inducing stockholders or beneficial owners of stock to take, or refrain from taking, 1 or more actions); provided that no provision of such contract shall be enforceable against the corporation to the extent such contract provision is contrary to the certificate of incorporation or would be contrary to the laws of this State (other than § 115 of this title) if included in the certificate of incorporation. Without limiting the provisions that may be included in any such contracts, the corporation may agree to: (a) restrict or prohibit itself from taking actions specified in the contract, (b) require the approval or consent of 1 or more persons or bodies before the corporation may take actions specified in the contract (which persons or bodies may include the board of directors or 1 or more current or future directors, stockholders or beneficial owners of stock of the corporation), and (c) covenant that the corporation or 1 or more persons or bodies will take, or refrain from taking, actions specified in the contract (which persons or bodies may include the board of directors or 1 or more current or future directors, stockholders or beneficial owners of stock of the corporation). Solely for purposes of applying the proviso in the first sentence of this subsection, a restriction, prohibition or covenant in any such contract that relates to any specified action shall not be deemed contrary to the laws of this State or the certificate of incorporation by reason of a provision of this title or the certificate of incorporation that authorizes or empowers the board of directors (or any 1 or more directors) to take such action. With respect to all contracts made under this paragraph (18), the corporation shall be subject to the remedies available under the law governing the contract, including for any failure to perform or comply with its agreements under such contract.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc02/index.html" + }, + { + "key": "dgcl:145", + "heading": "DGCL § 145 — Indemnification of officers, directors, employees and agents; insurance", + "text": "(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.\n\n(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.\n\n(c) (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence).\n\n(2) The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein.\n\n(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:\n\n(1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or\n\n(2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or\n\n(3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or\n\n(4) By the stockholders.\n\n(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.\n\n(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.\n\n(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. For purposes of this subsection, insurance shall include any insurance provided directly or indirectly (including pursuant to any fronting or reinsurance arrangement) by or through a captive insurance company organized and licensed in compliance with the laws of any jurisdiction, including any captive insurance company licensed under Chapter 69 of Title 18, provided that the terms of any such captive insurance shall:\n\n(1) Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such person, if (in the case of the foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final, nonappealable adjudication in the underlying proceeding in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the insured to determine coverage under the policy), unless and only to the extent such person is entitled to be indemnified therefor under this section;\n\n(2) Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as defined in paragraph (c)(1) of this section) of the corporation shall be made by a independent claims administrator or in accordance with the provisions of paragraphs (d)(1) through (4) of this section; and\n\n(3) Require that, prior to any payment under such insurance in connection with any dismissal or compromise of any action, suit or proceeding brought by or in the right of a corporation as to which notice is required to be given to stockholders, such corporation shall include in such notice that a payment is proposed to be made under such insurance in connection with such dismissal or compromise.\n\nFor purposes of paragraph (g)(1) of this section, the conduct of an insured person shall not be imputed to any other insured person. A corporation that establishes or maintains a captive insurance company that provides insurance pursuant to this section shall not, solely by virtue thereof, be subject to the provisions of Title 18.\n\n(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.\n\n(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.\n\n(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.\n\n(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).", + "source_url": "https://delcode.delaware.gov/title8/c001/sc04/index.html" + }, + { + "key": "dgcl:151", + "heading": "DGCL § 151 — Classes and series of stock; redemption; rights", + "text": "(a) Every corporation may issue 1 or more classes of stock or 1 or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the certificate of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class or series of stock may be made dependent upon facts ascertainable outside the certificate of incorporation or of any amendment thereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by its certificate of incorporation, provided that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors. The term “facts,” as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. The power to increase or decrease or otherwise adjust the capital stock as provided in this chapter shall apply to all or any such classes of stock.\n\n(b) Any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided however, that immediately following any such redemption the corporation shall have outstanding 1 or more shares of 1 or more classes or series of stock, which share, or shares together, shall have full voting powers. Notwithstanding the limitation stated in the foregoing proviso:\n\n(1) Any stock of a regulated investment company registered under the Investment Company Act of 1940 [15 U.S.C. § 80 a-1 et seq.], as heretofore or hereafter amended, may be made subject to redemption by the corporation at its option or at the option of the holders of such stock.\n\n(2) Any stock of a corporation which holds (directly or indirectly) a license or franchise from a governmental agency to conduct its business or is a member of a national securities exchange, which license, franchise or membership is conditioned upon some or all of the holders of its stock possessing prescribed qualifications, may be made subject to redemption by the corporation to the extent necessary to prevent the loss of such license, franchise or membership or to reinstate it.\n\nAny stock which may be made redeemable under this section may be redeemed for cash, property or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to subsection (a) of this section.\n\n(c) The holders of preferred or special stock of any class or of any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided, payable in preference to, or in such relation to, the dividends payable on any other class or classes or of any other series of stock, and cumulative or noncumulative as shall be so stated and expressed. When dividends upon the preferred and special stocks, if any, to the extent of the preference to which such stocks are entitled, shall have been paid or declared and set apart for payment, a dividend on the remaining class or classes or series of stock may then be paid out of the remaining assets of the corporation available for dividends as elsewhere in this chapter provided.\n\n(d) The holders of the preferred or special stock of any class or of any series thereof shall be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.\n\n(e) Any stock of any class or of any series thereof may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.\n\n(f) If any corporation shall be authorized to issue more than 1 class of stock or more than 1 series of any class, the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in § 202 of this title, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this section or § 156, § 202(a), § 218(a) or § 364 of this title or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.\n\n(g) When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of such resolution or resolutions and the number of shares of stock of such class or series as to which the resolution or resolutions apply shall be executed, acknowledged, filed and shall become effective, in accordance with § 103 of this title. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such series to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by a certificate likewise executed, acknowledged and filed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of such shares shall be decreased the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions. When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, may be executed, acknowledged and filed in accordance with § 103 of this title and, when such certificate becomes effective, it shall have the effect of eliminating from the certificate of incorporation all matters set forth in the certificate of designations with respect to such class or series of stock. Unless otherwise provided in the certificate of incorporation, if no shares of stock have been issued of a class or series of stock established by a resolution of the board of directors, the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the board of directors. A certificate which:\n\n(1) States that no shares of the class or series have been issued;\n\n(2) Sets forth a copy of the resolution or resolutions; and\n\n(3) If the designation of the class or series is being changed, indicates the original designation and the new designation,\n\nshall be executed, acknowledged and filed and shall become effective, in accordance with § 103 of this title. When any certificate filed under this subsection becomes effective, it shall have the effect of amending the certificate of incorporation; except that neither the filing of such certificate nor the filing of a restated certificate of incorporation pursuant to § 245 of this title shall prohibit the board of directors from subsequently adopting such resolutions as authorized by this subsection.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc05/index.html" + }, + { + "key": "dgcl:202", + "heading": "DGCL § 202 — Restrictions on transfer and ownership of securities", + "text": "(a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation’s securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices given pursuant to § 151(f) of this title, may be enforced against the holder of the restricted security or securities or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices given pursuant to § 151(f) of this title, a restriction, even though permitted by this section, is ineffective except against a person with actual knowledge of the restriction.\n\n(b) A restriction on the transfer or registration of transfer of securities of a corporation, or on the amount of a corporation’s securities that may be owned by any person or group of persons, may be imposed by the certificate of incorporation or by the bylaws or by an agreement among any number of security holders or among such holders and the corporation. No restrictions so imposed shall be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction.\n\n(c) A restriction on the transfer or registration of transfer of securities of a corporation or on the amount of such securities that may be owned by any person or group of persons is permitted by this section if it:\n\n(1) Obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities; or\n\n(2) Obligates the corporation or any holder of securities of the corporation or any other person or any combination of the foregoing, to purchase the securities which are the subject of an agreement respecting the purchase and sale of the restricted securities; or\n\n(3) Requires the corporation or the holders of any class or series of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities, or to approve the amount of securities of the corporation that may be owned by any person or group of persons; or\n\n(4) Obligates the holder of the restricted securities to sell or transfer an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, or causes or results in the automatic sale or transfer of an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing; or\n\n(5) Prohibits or restricts the transfer of the restricted securities to, or the ownership of restricted securities by, designated persons or classes of persons or groups of persons, and such designation is not manifestly unreasonable.\n\n(d) Any restriction on the transfer or the registration of transfer of the securities of a corporation, or on the amount of securities of a corporation that may be owned by a person or group of persons, for any of the following purposes shall be conclusively presumed to be for a reasonable purpose:\n\n(1) Maintaining any local, state, federal or foreign tax advantage to the corporation or its stockholders, including without limitation:\n\na. Maintaining the corporation’s status as an electing small business corporation under subchapter S of the United States Internal Revenue Code [26 U.S.C. § 1371 et seq.], or\n\nb. Maintaining or preserving any tax attribute (including without limitation net operating losses), or\n\nc. Qualifying or maintaining the qualification of the corporation as a real estate investment trust pursuant to the United States Internal Revenue Code or regulations adopted pursuant to the United States Internal Revenue Code, or\n\n(2) Maintaining any statutory or regulatory advantage or complying with any statutory or regulatory requirements under applicable local, state, federal or foreign law.\n\n(e) Any other lawful restriction on transfer or registration of transfer of securities, or on the amount of securities that may be owned by any person or group of persons, is permitted by this section.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc06/index.html" + }, + { + "key": "dgcl:203", + "heading": "DGCL § 203 — Business combinations with interested stockholders", + "text": "(a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any business combination with any interested stockholder for a period of 3 years following the time that such stockholder became an interested stockholder, unless:\n\n(1) Prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;\n\n(2) Upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or\n\n(3) At or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.\n\n(b) The restrictions contained in this section shall not apply if:\n\n(1) The corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by this section;\n\n(2) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days of February 2, 1988, expressly electing not to be governed by this section, which amendment shall not be further amended by the board of directors;\n\n(3) The corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by this section; provided that, in addition to any other vote required by law, such amendment to the certificate of incorporation or bylaws must be adopted by the affirmative vote of a majority of the outstanding stock entitled to vote thereon. In the case of a corporation that both (i) has never had a class of voting stock that falls within any of the 2 categories set out in paragraph (b)(4) of this section, and (ii) has not elected by a provision in its original certificate of incorporation or any amendment thereto to be governed by this section, such amendment shall become effective upon (i) in the case of an amendment to the certificate of incorporation, the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder or (ii) in the case of an amendment to the bylaws, the date of the adoption of such amendment. In all other cases, an amendment adopted pursuant to this paragraph shall become effective (i) in the case of an amendment to the certificate of incorporation, 12 months after the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder or (ii) in the case of an amendment to the bylaws, 12 months after the date of the adoption of such amendment, and, in either case, the election not to be governed by this section shall not apply to any business combination between such corporation and any person who became an interested stockholder of such corporation on or before (A) in the case of an amendment to the certificate of incorporation, the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder; or (B) in the case of an amendment to the bylaws, the date of the adoption of such amendment. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;\n\n(4) The corporation does not have a class of voting stock that is: (i) Listed on a national securities exchange; or (ii) held of record by more than 2,000 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder;\n\n(5) A stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder; and (ii) would not, at any time within the 3-year period immediately prior to a business combination between the corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership;\n\n(6) The business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes 1 of the transactions described in the second sentence of this paragraph; (ii) is with or by a person who either was not an interested stockholder during the previous 3 years or who became an interested stockholder with the approval of the corporation’s board of directors or during the period described in paragraph (b)(7) of this section; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than 1) who were directors prior to any person becoming an interested stockholder during the previous 3 years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the corporation (except for a merger in respect of which, pursuant to § 251(f) of this title, no vote of the stockholders of the corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in 1 transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation (other than to any direct or indirect wholly-owned subsidiary or to the corporation) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation; or (z) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of the corporation. The corporation shall give not less than 20 days’ notice to all interested stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this paragraph; or\n\n(7) The business combination is with an interested stockholder who became an interested stockholder at a time when the restrictions contained in this section did not apply by reason of any of paragraphs (b)(1) through (4) of this section, provided, however, that this paragraph (b)(7) shall not apply if, at the time such interested stockholder became an interested stockholder, the corporation’s certificate of incorporation contained a provision authorized by the last sentence of this subsection (b).\n\nNotwithstanding paragraphs (b)(1), (2), (3) and (4) of this section, a corporation may elect by a provision of its original certificate of incorporation or any amendment thereto to be governed by this section; provided that any such amendment to the certificate of incorporation shall not apply to restrict a business combination between the corporation and an interested stockholder of the corporation if the interested stockholder became such before the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder.\n\n(c) As used in this section only, the term:\n\n(1) “Affiliate” means a person that directly, or indirectly through 1 or more intermediaries, controls, or is controlled by, or is under common control with, another person.\n\n(2) “Associate,” when used to indicate a relationship with any person, means: (i) Any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.\n\n(3) “Business combination,” when used in reference to any corporation and any interested stockholder of such corporation, means:\n\n(i) Any merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with (A) the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection (a) of this section is not applicable to the surviving entity;\n\n(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in 1 transaction or a series of transactions), except proportionately as a stockholder of such corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;\n\n(iii) Any transaction which results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder, except: (A) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under § 251(g) of this title; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of such corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the corporation; provided however, that in no case under items (C)-(E) of this subparagraph shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the corporation or of the voting stock of the corporation;\n\n(iv) Any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or\n\n(v) Any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of such corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in paragraphs (c)(3)(i)-(iv) of this section) provided by or through the corporation or any direct or indirect majority-owned subsidiary.\n\n(4) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for 1 or more owners who do not individually or as a group have control of such entity.\n\n(5) “Interested stockholder” means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall not include (x) any person who (A) owned shares in excess of the 15% limitation set forth herein as of, or acquired such shares pursuant to a tender offer commenced prior to, December 23, 1987, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own shares in excess of such 15% limitation or would have but for action by the corporation or (II) is an affiliate or associate of the corporation and so continued (or so would have continued but for action by the corporation) to be the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such a person is an interested stockholder or (B) acquired said shares from a person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the corporation; provided that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of paragraph (9) of this subsection but shall not include any other unissued stock of such corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.\n\n(6) “Person” means any individual, corporation, partnership, unincorporated association or other entity.\n\n(7) “Stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.\n\n(8) “Voting stock” means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentage of the votes of such voting stock.\n\n(9) “Owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:\n\n(i) Beneficially owns such stock, directly or indirectly; or\n\n(ii) Has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or\n\n(iii) Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.\n\n(d) No provision of a certificate of incorporation or bylaw shall require, for any vote of stockholders required by this section, a greater vote of stockholders than that specified in this section.\n\n(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all matters with respect to this section.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc06/index.html" + }, + { + "key": "dgcl:212", + "heading": "DGCL § 212 — Voting rights of stockholders; proxies; limitations", + "text": "(a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares.\n\n(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.\n\n(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:\n\n(1) A stockholder, or such stockholder’s authorized officer, director, employee or agent, may execute a document authorizing another person or persons to act for such stockholder as proxy.\n\n(2) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.\n\n(3) The authorization of a person to act as a proxy may be documented, signed and delivered in accordance with § 116 of this title, provided that such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder granting such authorization.\n\n(d) Any copy, facsimile telecommunication or other reliable reproduction of the document (including any electronic transmission) created pursuant to subsection (c) of this section may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document.\n\n(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" + }, + { + "key": "dgcl:224", + "heading": "DGCL § 224 — Form of records", + "text": "Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in §§ 219 and 220 of this title, (ii) record the information specified in §§ 156, 159, 217(a) and 218 of this title, and (iii) record transfers of stock as governed by Article 8 of subtitle I of Title 6. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision of this chapter. When records are kept in such manner, a clearly legible paper form prepared from or by means of the information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases) shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided the paper form accurately portrays the record.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" + }, + { + "key": "dgcl:228", + "heading": "DGCL § 228 — Consent of stockholders or members in lieu of meeting", + "text": "(a) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.\n\n(b) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at a meeting of the members of a nonstock corporation, or any action which may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.\n\n(c) A consent must be set forth in writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to therein unless consents signed by a sufficient number of holders or members to take action are delivered to the corporation in the manner required by this section within 60 days of the first date on which a consent is so delivered to the corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of the instruction or provision is provided to the corporation. If the person is not a stockholder or member of record when the consent is executed, the consent shall not be valid unless the person is a stockholder or member of record as of the record date for determining stockholders or members entitled to consent to the action. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. All references to a “consent” in this section means a consent permitted by this section.\n\n(d) (1) A consent permitted by this section shall be delivered: (i) to the principal place of business of the corporation; (ii) to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded; (iii) to the registered office of the corporation in this State by hand or by certified or registered mail, return receipt requested; or (iv) subject to the next sentence, in accordance with § 116 of this title to an information processing system, if any, designated by the corporation for receiving such consents. In the case of delivery pursuant to the foregoing clause (iv), such consent must set forth or be delivered with information that enables the corporation to determine the date of delivery of such consent and the identity of the person giving such consent, and, if such consent is given by a person authorized to act for a stockholder or member as proxy, such consent must comply with the applicable provisions of § 212(c)(2) and (3) of this title.\n\n(2) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. A consent may be documented and signed in accordance with § 116 of this title, and when so documented or signed shall be deemed to be in writing for purposes of this title; provided that if such consent is delivered pursuant to clause (i), (ii) or (iii) of paragraph (d)(1) of this section, such consent must be reproduced and delivered in paper form.\n\n(e) If an action by consent under subsections (a) or (b) of this section has been taken by stockholders or members by less than unanimous consent, prompt notice of the taking of the action by consent shall be given to those stockholders or members as of the record date for the action by consent who have not consented and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent. The notice required by this subsection may be provided by a notice which constitutes a notice of internet availability of proxy materials under rules promulgated under the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq. In the event that the action which is consented to is such as would have required the filing of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that consent has been given in accordance with this section.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" + }, + { + "key": "dgcl:242", + "heading": "DGCL § 242 — Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations", + "text": "(a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:\n\n(1) To change its corporate name; or\n\n(2) To change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes; or\n\n(3) To increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares, or by subdividing or combining the issued shares of any class or series of a class of shares into a greater or lesser number of issued shares; or\n\n(4) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; or\n\n(5) To create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued; or\n\n(6) To change the period of its duration; or\n\n(7) To delete:\n\na. Such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares; and\n\nb. Such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective.\n\nAny or all such changes or alterations may be effected by 1 certificate of amendment.\n\n(b) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner:\n\n(1) If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice in accordance with § 222 of this title. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby unless such notice constitutes a notice of internet availability of proxy materials under the rules promulgated under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.]. At the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against any proposed amendment that requires adoption by stockholders. If no vote of stockholders is required to effect such amendment, or if a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.\n\n(2) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of 1 or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this paragraph. The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock.\n\n(3) If the corporation is a nonstock corporation, then the governing body thereof shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. The certificate of incorporation of any nonstock corporation may contain a provision requiring any amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of such corporation in which event such proposed amendment shall be submitted to the members or to any specified class of members of such corporation in the same manner, so far as applicable, as is provided in this section for an amendment to the certificate of incorporation of a stock corporation; and in the event of the adoption thereof by such members, a certificate evidencing such amendment shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.\n\n(4) Whenever the certificate of incorporation shall require for action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any section of this title, the provision of the certificate of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote.\n\n(c) The resolution authorizing a proposed amendment to the certificate of incorporation may provide that at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the stockholders of the corporation or by the members of a nonstock corporation, the board of directors or governing body may abandon such proposed amendment without further action by the stockholders or members.\n\n(d) Notwithstanding the provisions of subsection (b) of this section, unless otherwise expressly required by the certificate of incorporation:\n\n(1) No meeting or vote of stockholders shall be required to adopt an amendment that (A) affects only changes described in paragraph (a)(1) or (7) of this section; or (B) reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision), provided the corporation has only 1 class of stock outstanding and such class is not divided into series; and\n\n(2) An amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise required by subsection (b) of this section if: (A) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, (B) at a meeting called in accordance with paragraph (b)(1) of this section, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment, and (C) if the amendment increases or decreases the authorized number of shares of a class of capital stock for which no provision has been made pursuant to the last sentence of paragraph (b)(2) of this section, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc08/index.html" + }, + { + "key": "dgcl:103", + "heading": "DGCL § 103 — Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions", + "text": "(a) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such instrument shall be executed as follows:\n\n(1) The certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporator’s or incorporators’ successors and assigns). If any incorporator is not available then any such other instrument may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that such other instrument shall state that such incorporator is not available and the reason therefor, that such incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of such person, and that such person’s signature on such instrument is otherwise authorized and not wrongful.\n\n(2) All other instruments shall be signed:\n\na. By any authorized officer of the corporation; or\n\nb. If it shall appear from the instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or\n\nc. If it shall appear from the instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or\n\nd. By the holders of record of all outstanding shares of stock.\n\n(b) Whenever this chapter requires any instrument to be acknowledged, such requirement is satisfied by either:\n\n(1) The formal acknowledgment by the person or 1 of the persons signing the instrument that it is such person’s act and deed or the act and deed of the corporation, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds. If such person has a seal of office such person shall affix it to the instrument.\n\n(2) The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is such person’s act and deed or the act and deed of the corporation, and that the facts stated therein shall be true at the time such instrument becomes effective in accordance with this chapter.\n\n(c) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such requirement means that:\n\n(1) The signed instrument shall be delivered to the office of the Secretary of State;\n\n(2) All taxes and fees authorized by law to be collected by the Secretary of State in connection with the filing of the instrument shall be tendered to the Secretary of State; and\n\n(3) Upon delivery of the instrument, the Secretary of State shall record the date and time of its delivery. Upon such delivery and tender of the required taxes and fees, the Secretary of State shall certify that the instrument has been filed in the Secretary of State’s office by endorsing upon the signed instrument the word “Filed”, and the date and time of its filing. This endorsement is the “filing date” of the instrument, and is conclusive of the date and time of its filing in the absence of actual fraud. The Secretary of State shall file and index the endorsed instrument. Except as provided in paragraph (c)(4) of this section and in subsection (i) of this section, such filing date of an instrument shall be the date and time of delivery of the instrument.\n\n(4) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the filing date of an instrument a date and time after its delivery. If the Secretary of State refuses to file any instrument due to an error, omission or other imperfection, the Secretary of State may hold such instrument in suspension, and in such event, upon delivery of a replacement instrument in proper form for filing and tender of the required taxes and fees within 5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the filing date of such instrument the date and time that would have been the filing date of the rejected instrument had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect to any corporation with an instrument held in suspension pursuant to this subsection. The Secretary of State may establish as the filing date of an instrument the date and time at which information from such instrument is entered pursuant to paragraph (c)(8) of this section if such instrument is delivered on the same date and within 4 hours after such information is entered.\n\n(5) The Secretary of State, acting as agent for the recorders of each of the counties, shall collect and deposit in a separate account established exclusively for that purpose a county assessment fee with respect to each filed instrument and shall thereafter monthly remit from such account to the recorder of each of the said counties the amount or amounts of such fees as provided for in paragraph (c)(6) of this section or as elsewhere provided by law. In consideration for its acting as the agent for the recorders with respect to the collection and payment of the county assessment fees, the Secretary of State shall retain and pay over to the General Fund of the State an administrative charge of 1 percent of the total fees collected.\n\n(6) The assessment fee to the counties shall be $24 for each 1-page instrument filed with the Secretary of State in accordance with this section and $9.00 for each additional page for instruments with more than 1 page. The recorder’s office to receive the assessment fee shall be the recorder’s office in the county in which the corporation’s registered office in this State is, or is to be, located, except that an assessment fee shall not be charged for either a certificate of dissolution qualifying for treatment under § 391(a)(5)b. of this title or a document filed in accordance with subchapter XVI of this chapter.\n\n(7) The Secretary of State, acting as agent, shall collect and deposit in a separate account established exclusively for that purpose a courthouse municipality fee with respect to each filed instrument and shall thereafter monthly remit funds from such account to the treasuries of the municipalities designated in § 301 of Title 10. Said fees shall be for the purposes of defraying certain costs incurred by such municipalities in hosting the primary locations for the Delaware courts. The fee to such municipalities shall be $40 for each instrument filed with the Secretary of State in accordance with this section. The municipality to receive the fee shall be the municipality designated in § 301 of Title 10 in the county in which the corporation’s registered office in this State is, or is to be, located, except that a fee shall not be charged for a certificate of dissolution qualifying for treatment under § 391(a)(5)b. of this title, a resignation of agent without appointment of a successor under § 136 of this title, or a document filed in accordance with subchapter XVI of this chapter.\n\n(8) The Secretary of State shall cause to be entered such information from each instrument as the Secretary of State deems appropriate into the Delaware Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such information and a copy of each such instrument shall be permanently maintained as a public record on a suitable medium. The Secretary of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate the existence of policies to ensure that information entered into the system accurately reflects the content of instruments in the possession of the registered agent at the time of entry.\n\n(d) Any instrument filed in accordance with subsection (c) of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but such time shall not be later than a time on the ninetieth day after the date of its filing. If any instrument filed in accordance with subsection (c) of this section provides for a future effective date or time and if the transaction is terminated or its terms are amended to change the future effective date or time prior to the future effective date or time, the instrument shall be terminated or amended by the filing, prior to the future effective date or time set forth in such instrument, of a certificate of termination or amendment of the original instrument, executed in accordance with subsection (a) of this section, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended.\n\n(e) If another section of this chapter specifically prescribes a manner of executing, acknowledging or filing a specified instrument or a time when such instrument shall become effective which differs from the corresponding provisions of this section, then such other section shall govern.\n\n(f) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this title, has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed or acknowledged, the instrument may be corrected or nullified by filing with the Secretary of State a certificate of correction of the instrument which shall be executed, acknowledged and filed in accordance with this section. If the instrument is to be corrected, the certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. If the instrument is to be nullified, the certificate of correction shall specify the inaccuracy or defect with respect to the instrument and shall provide for the nullification of the instrument. In lieu of filing a certificate of correction the instrument may be corrected by filing with the Secretary of State a corrected instrument which shall be executed, acknowledged and filed in accordance with this section. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form. An instrument corrected or nullified in accordance with this section shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction or nullification and as to those persons the instrument as corrected or nullified shall be effective from the filing date.\n\n(g) Notwithstanding that any instrument authorized to be filed with the Secretary of State under this title is when filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the Secretary of State shall have no liability to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the Secretary of State.\n\n(h) Any signature on any instrument authorized to be filed with the Secretary of State under this title may be a facsimile, a conformed signature or an electronically transmitted signature.\n\n(i) (1) If:\n\na. Together with the actual delivery of an instrument and tender of the required taxes and fees, there is delivered to the Secretary of State a separate affidavit (which in its heading shall be designated as an “affidavit of extraordinary condition”) attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith, specifying the nature, date and time of such good faith effort and requesting that the Secretary of State establish such date and time as the filing date of such instrument; or\n\nb. Upon the actual delivery of an instrument and tender of the required taxes and fees, the Secretary of State in the Secretary’s discretion provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith and specifying the date and time of such effort; and\n\nc. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition,\n\nthen the Secretary of State may establish such date and time as the filing date of such instrument. No fee shall be paid to the Secretary of State for receiving an affidavit of extraordinary condition.\n\n(2) For purposes of this subsection, an “extraordinary condition” means: any emergency resulting from an attack on, invasion or occupation by foreign military forces of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver the instrument and tender the required taxes and fees is made, or the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or telephone service to the Secretary of State’s office, or weather or other condition in or about a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State’s office is not open for the purpose of the filing of instruments under this chapter or such filing cannot be effected without extraordinary effort. The Secretary of State may require such proof as it deems necessary to make the determination required under paragraph (i)(1)c. of this section, and any such determination shall be conclusive in the absence of actual fraud.\n\n(3) If the Secretary of State establishes the filing date of an instrument pursuant to this subsection, the date and time of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State’s written waiver of such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached to the filed instrument to which it relates. Such filed instrument shall be effective as of the date and time established as the filing date by the Secretary of State pursuant to this subsection, except as to those persons who are substantially and adversely affected by such establishment and, as to those persons, the instrument shall be effective from the date and time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.\n\n(j) Notwithstanding any other provision of this chapter, it shall not be necessary for any corporation to amend its certificate of incorporation, or any other document, that has been filed prior to August 1, 2011, to comply with § 131(c) of this title, provided that any certificate or other document filed under this chapter on or after August 1, 2011, and changing the address of a registered office shall comply with § 131(c) of this title.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" + }, + { + "key": "dgcl:109", + "heading": "DGCL § 109 — Bylaws", + "text": "(a) The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation, or, before a corporation other than a nonstock corporation has received any payment for any of its stock, by its board of directors. After a corporation other than a nonstock corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote. In the case of a nonstock corporation, the power to adopt, amend or repeal bylaws shall be in its members entitled to vote. Notwithstanding the foregoing, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.\n\n(b) The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in § 115 of this title, or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the corporation, has brought in an action, suit or proceeding.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" + }, + { + "key": "dgcl:115", + "heading": "DGCL § 115 — Forum selection provisions", + "text": "(a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this State, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this State.\n\n(b) “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.\n\n(c) With respect to claims that are not internal corporate claims, the certificate of incorporation or bylaws may require stockholders, when acting in their capacity as stockholders or in the right of the corporation, to bring any or all such claims only in 1 or more prescribed forums or venues, if such claims relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers; provided that such requirement is consistent with applicable jurisdictional requirements and allows a stockholder to bring such claims in at least 1 court in this State that has jurisdiction over such claims.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" + }, + { + "key": "dgcl:141", + "heading": "DGCL § 141 — Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal", + "text": "(a) The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. If any such provision is made in the certificate of incorporation, the powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to such extent and by such person or persons as shall be provided in the certificate of incorporation.\n\n(b) The board of directors of a corporation shall consist of 1 or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. Directors need not be stockholders unless so required by the certificate of incorporation or the bylaws. The certificate of incorporation or bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. A majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation or the bylaws require a greater number. Unless the certificate of incorporation provides otherwise, the bylaws may provide that a number less than a majority shall constitute a quorum which in no case shall be less than ⅓ of the total number of directors. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the certificate of incorporation or the bylaws shall require a vote of a greater number.\n\n(c) (1) All corporations incorporated prior to July 1, 1996, shall be governed by this paragraph (c)(1) of this section, provided that any such corporation may by a resolution adopted by a majority of the whole board elect to be governed by paragraph (c)(2) of this section, in which case this paragraph (c)(1) of this section shall not apply to such corporation. All corporations incorporated on or after July 1, 1996, shall be governed by paragraph (c)(2) of this section. The board of directors may, by resolution passed by a majority of the whole board, designate 1 or more committees, each committee to consist of 1 or more of the directors of the corporation. The board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in § 151(a) of this title, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, bylaws or certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to § 253 of this title.\n\n(2) The board of directors may designate 1 or more committees, each committee to consist of 1 or more of the directors of the corporation. The board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by this chapter to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.\n\n(3) Unless otherwise provided in the certificate of incorporation, the bylaws or the resolution of the board of directors designating the committee, a committee may create 1 or more subcommittees, each subcommittee to consist of 1 or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except for references to committees and members of committees in subsection (c) of this section, every reference in this chapter to a committee of the board of directors or a member of a committee shall be deemed to include a reference to a subcommittee or member of a subcommittee.\n\n(4) A majority of the directors then serving on a committee of the board of directors or on a subcommittee of a committee shall constitute a quorum for the transaction of business by the committee or subcommittee, unless the certificate of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater or lesser number, provided that in no case shall a quorum be less than ⅓ of the directors then serving on the committee or subcommittee. The vote of the majority of the members of a committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, unless the certificate of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater number.\n\n(d) The directors of any corporation organized under this chapter may, by the certificate of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders, be divided into 1, 2 or 3 classes; the term of office of those of the first class to expire at the first annual meeting held after such classification becomes effective; of the second class 1 year thereafter; of the third class 2 years thereafter; and at each annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. The certificate of incorporation or bylaw provision dividing the directors into classes may authorize the board of directors to assign members of the board already in office to such classes at the time such classification becomes effective. The certificate of incorporation may confer upon holders of any class or series of stock the right to elect 1 or more directors who shall serve for such term, and have such voting powers as shall be stated in the certificate of incorporation. The terms of office and voting powers of the directors elected separately by the holders of any class or series of stock may be greater than or less than those of any other director or class of directors. In addition, the certificate of incorporation may confer upon 1 or more directors, whether or not elected separately by the holders of any class or series of stock, voting powers greater than or less than those of other directors. Any such provision conferring greater or lesser voting power shall apply to voting in any committee, unless otherwise provided in the certificate of incorporation or bylaws. If the certificate of incorporation provides that 1 or more directors shall have more or less than 1 vote per director on any matter, every reference in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.\n\n(e) A member of the board of directors, or a member of any committee designated by the board of directors, shall, in the performance of such member’s duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.\n\n(f) Unless otherwise restricted by the certificate of incorporation or bylaws, (1) any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission, and (2) a consent may be documented, signed and delivered in any manner permitted by § 116 of this title. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this subsection at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the board of directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained.\n\n(g) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors of any corporation organized under this chapter may hold its meetings, and have an office or offices, outside of this State.\n\n(h) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors shall have the authority to fix the compensation of directors.\n\n(i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.\n\n(j) The certificate of incorporation of any nonstock corporation may provide that less than 1/3 of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section. Except as may be otherwise provided by the certificate of incorporation, this section shall apply to such a corporation, and when so applied, all references to the board of directors, to members thereof, and to stockholders shall be deemed to refer to the governing body of the corporation, the members thereof and the members of the corporation, respectively; and all references to stock, capital stock, or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.\n\n(k) Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows:\n\n(1) Unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified as provided in subsection (d) of this section, stockholders may effect such removal only for cause; or\n\n(2) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.\n\nWhenever the holders of any class or series are entitled to elect 1 or more directors by the certificate of incorporation, this subsection shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc04/index.html" + }, + { + "key": "dgcl:213", + "heading": "DGCL § 213 — Fixing date for determination of stockholders of record", + "text": "(a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this subsection (a) at the adjourned meeting.\n\n(b) In order that the corporation may determine the stockholders entitled to consent to corporate action without a meeting in accordance with § 228 of this title, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with § 228(d) of this title. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.\n\n(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" + }, + { + "key": "dgcl:222", + "heading": "DGCL § 222 — Notice of meetings and adjourned meetings", + "text": "(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with § 232 of this title, and such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.\n\n(b) Unless otherwise provided in this chapter, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.\n\n(c) Unless the bylaws otherwise require, when a meeting is adjourned to another time or place, (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with subsection (a) of this section. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with § 213(a) of this title, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" + }, + { + "key": "dgcl:245", + "heading": "DGCL § 245 — Restated certificate of incorporation", + "text": "(a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in § 104 of this title, and it may at the same time also further amend its certificate of incorporation by adopting a restated certificate of incorporation.\n\n(b) If the restated certificate of incorporation merely restates and integrates but does not further amend the certificate of incorporation, as theretofore amended or supplemented by any instrument that was filed pursuant to any of the sections mentioned in § 104 of this title, it may be adopted by the board of directors without a vote of the stockholders, or it may be proposed by the directors and submitted by them to the stockholders for adoption, in which case the procedure and vote required, if any, by § 242 of this title for amendment of the certificate of incorporation shall be applicable. If the restated certificate of incorporation restates and integrates and also further amends in any respect the certificate of incorporation, as theretofore amended or supplemented, it shall be proposed by the directors and adopted by the stockholders in the manner and by the vote prescribed by § 242 of this title or, if the corporation has not received any payment for any of its stock, in the manner and by the vote prescribed by § 241 of this title.\n\n(c) A restated certificate of incorporation shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the corporation’s present name, and, if it has been changed, the name under which it was originally incorporated, and the date of filing of its original certificate of incorporation with the Secretary of State. A restated certificate shall also state that it was duly adopted in accordance with this section. If it was adopted by the board of directors without a vote of the stockholders (unless it was adopted pursuant to § 241 of this title or without a vote of members pursuant to 242(b)(3) of this title), it shall state that it only restates and integrates and does not further amend (except, if applicable, as permitted under § 242(a)(1) and § 242(d)(1)(A) of this title) the provisions of the corporation’s certificate of incorporation as theretofore amended or supplemented, and that there is no discrepancy between those provisions and the provisions of the restated certificate. A restated certificate of incorporation may omit (a) such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares, and (b) such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective. Any such omissions shall not be deemed a further amendment.\n\n(d) A restated certificate of incorporation shall be executed, acknowledged and filed in accordance with § 103 of this title. Upon its filing with the Secretary of State, the original certificate of incorporation, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of incorporation, including any further amendments or changes made thereby, shall be the certificate of incorporation of the corporation, but the original date of incorporation shall remain unchanged.\n\n(e) Any amendment or change effected in connection with the restatement and integration of the certificate of incorporation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc08/index.html" + }, + { + "key": "dgcl:251", + "heading": "DGCL § 251 — Merger or consolidation of domestic corporations", + "text": "(a) Any 2 or more corporations of this State may merge into a single surviving corporation, which may be any 1 of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.\n\n(b) The board of directors of each corporation which desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation and declaring its advisability. The agreement shall state:\n\n(1) The terms and conditions of the merger or consolidation;\n\n(2) The mode of carrying the same into effect;\n\n(3) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;\n\n(4) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement;\n\n(5) The manner, if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such shares are to receive in exchange for, or upon conversion of such shares and the surrender of any certificates evidencing them, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of the surviving or resulting corporation; and\n\n(6) Such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of the surviving or resulting corporation or of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for any other arrangement with respect thereto, consistent with § 155 of this title.\n\nThe agreement so adopted shall be executed by an authorized person, provided that if the agreement is filed, it shall be executed and acknowledged in accordance with § 103 of this title. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term “facts,” as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.\n\n(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the meeting shall be given to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder’s address as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof. At the meeting, the agreement shall be considered and a vote taken for its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of the corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation, it shall then be filed and shall become effective, in accordance with § 103 of this title. In lieu of filing the agreement of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger or consolidation, executed in accordance with § 103 of this title, which states:\n\n(1) The name and state of incorporation of each of the constituent corporations;\n\n(2) That an agreement of merger or consolidation has been approved, adopted, executed and acknowledged by each of the constituent corporations in accordance with this section;\n\n(3) The name of the surviving or resulting corporation;\n\n(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;\n\n(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as set forth in an attachment to the certificate;\n\n(6) That the executed agreement of consolidation or merger is on file at an office of the surviving or resulting corporation, stating the address thereof; and\n\n(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving or resulting corporation, on request and without cost, to any stockholder of any constituent corporation.\n\n(d) Any agreement of merger or consolidation may contain a provision that at any time prior to the time that the agreement (or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title, the agreement may be terminated by the board of directors of any constituent corporation notwithstanding approval of the agreement by the stockholders of all or any of the constituent corporations; in the event the agreement of merger or consolidation is terminated after the filing of the agreement (or a certificate in lieu thereof) with the Secretary of State but before the agreement (or a certificate in lieu thereof) has become effective, a certificate of termination or merger or consolidation shall be filed in accordance with § 103 of this title. Any agreement of merger or consolidation may contain a provision that the boards of directors of the constituent corporations may amend the agreement at any time prior to the time that the agreement (or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title, provided that an amendment made subsequent to the adoption of the agreement by the stockholders of any constituent corporation shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation, or (3) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation; in the event the agreement of merger or consolidation is amended after the filing thereof with the Secretary of State but before the agreement has become effective, a certificate of amendment of merger or consolidation shall be filed in accordance with § 103 of this title.\n\n(e) In the case of a merger, the certificate of incorporation of the surviving corporation shall automatically be amended to the extent, if any, that changes in the certificate of incorporation are set forth in the agreement of merger.\n\n(f) Notwithstanding the requirements of subsection (c) of this section, unless required by its certificate of incorporation, no vote of stockholders of a constituent corporation surviving a merger shall be necessary to authorize a merger if (1) the agreement of merger does not amend in any respect the certificate of incorporation of such constituent corporation, (2) each share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be an identical outstanding or treasury share of the surviving corporation after the effective date of the merger, and (3) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. No vote of stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation. If an agreement of merger is adopted by the constituent corporation surviving the merger, by action of its board of directors and without any vote of its stockholders pursuant to this subsection, the secretary or assistant secretary of that corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and, (1) if it has been adopted pursuant to the first sentence of this subsection, that the conditions specified in that sentence have been satisfied, or (2) if it has been adopted pursuant to the second sentence of this subsection, that no shares of stock of such corporation were issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.\n\n(g) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation, no vote of stockholders of a constituent corporation shall be necessary to authorize a merger with or into a single direct or indirect wholly-owned subsidiary of such constituent corporation if:\n\n(1) Such constituent corporation and the direct or indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities to the merger;\n\n(2) Each share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share of stock of the constituent corporation being converted in the merger;\n\n(3) The holding company and the constituent corporation are corporations of this State and the direct or indirect wholly-owned subsidiary that is the other constituent entity to the merger is a corporation or limited liability company of this State;\n\n(4) The certificate of incorporation and bylaws of the holding company immediately following the effective time of the merger contain provisions identical to the certificate of incorporation and bylaws of the constituent corporation immediately prior to the effective time of the merger (other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become effective);\n\n(5) As a result of the merger, the constituent corporation or its successor becomes or remains a direct or indirect wholly-owned subsidiary of the holding company;\n\n(6) The directors of the constituent corporation become or remain the directors of the holding company upon the effective time of the merger;\n\n(7) The organizational documents of the surviving entity immediately following the effective time of the merger contain provisions requiring that (A) any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other members of the governing body of the surviving entity, that, if taken by the constituent corporation immediately prior to the effective time of the merger, would require, for its adoption under this chapter or under the certificate of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger, the approval of the stockholders of the constituent corporation, shall, by specific reference to this subsection, require, in addition to approval of the stockholders or members of the surviving entity, the approval of the stockholders of the holding company (or any successor by merger), by the same vote as is required by this chapter and/or by the certificate of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger; provided, however, that for purposes of this paragraph (g)(7)(A), any amendment of the organizational documents of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this chapter, be required to be included in the certificate of incorporation of such corporation, shall, by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company (or any successor by merger), by the same vote as is required by this chapter and/or by the certificate of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger; and (B) the business and affairs of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to, and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this chapter; and\n\n(8) The stockholders of the constituent corporation do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the constituent corporation. Neither paragraph (g)(7)(A) and (B) of this section nor any provision of a surviving entity’s organizational documents required by paragraph (g)(7)(A) and (B) of this section shall be deemed or construed to require approval of the stockholders of the holding company to elect or remove directors or managers, managing members or other members of the governing body of the surviving entity. The term “organizational documents”, as used in paragraph (g)(7) of this section and in the preceding sentence, shall, when used in reference to a corporation, mean the certificate of incorporation of such corporation, and when used in reference to a limited liability company, mean the limited liability company agreement of such limited liability company.\n\nAs used in this subsection only, the term “holding company” means a corporation which, from its incorporation until consummation of a merger governed by this subsection, was at all times a direct or indirect wholly-owned subsidiary of the constituent corporation and whose capital stock is issued in such merger. From and after the effective time of a merger adopted by a constituent corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection: (i) to the extent the restrictions of § 203 of this title applied to the constituent corporation and its stockholders at the effective time of the merger, such restrictions shall apply to the holding company and its stockholders immediately after the effective time of the merger as though it were the constituent corporation, and all shares of stock of the holding company acquired in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock of the constituent corporation converted in the merger were acquired, and provided further that any stockholder who immediately prior to the effective time of the merger was not an interested stockholder within the meaning of § 203 of this title shall not solely by reason of the merger become an interested stockholder of the holding company, (ii) if the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the constituent corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of the constituent corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of capital stock of the constituent corporation and (iii) to the extent a stockholder of the constituent corporation immediately prior to the merger had standing to institute or maintain derivative litigation on behalf of the constituent corporation, nothing in this section shall be deemed to limit or extinguish such standing. If an agreement of merger is adopted by a constituent corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in the first sentence of this subsection have been satisfied, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.\n\n(h) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation, no vote of stockholders of a constituent corporation that has a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the agreement of merger by such constituent corporation shall be necessary to authorize a merger if:\n\n(1) The agreement of merger expressly:\n\na. Permits or requires such merger to be effected under this subsection; and\n\nb. Provides that such merger shall be effected as soon as practicable following the consummation of the offer referred to in paragraph (h)(2) of this section if such merger is effected under this subsection;\n\n(2) A corporation consummates an offer for all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent this subsection, would be entitled to vote on the adoption or rejection of the agreement of merger; provided, however, that such offer may be conditioned on the tender of a minimum number or percentage of shares of the stock of such constituent corporation, or of any class or series thereof, and such offer may exclude any excluded stock and provided further that the corporation may consummate separate offers for separate classes or series of the stock of such constituent corporation;\n\na.–d. [Repealed.]\n\n(3) Immediately following the consummation of the offer referred to in paragraph (h)(2) of this section, the stock irrevocably accepted for purchase or exchange pursuant to such offer and received by the depository prior to expiration of such offer, together with the stock otherwise owned by the consummating corporation or its affiliates and any rollover stock, equals at least such percentage of the shares of stock of such constituent corporation, and of each class or series thereof, that, absent this subsection, would be required to adopt the agreement of merger by this chapter and by the certificate of incorporation of such constituent corporation;\n\n(4) The corporation consummating the offer referred to in paragraph (h)(2) of this section merges with or into such constituent corporation pursuant to such agreement; and\n\n(5) Each outstanding share (other than shares of excluded stock) of each class or series of stock of such constituent corporation that is the subject of and is not irrevocably accepted for purchase or exchange in the offer referred to in paragraph (h)(2) of this section is to be converted in such merger into, or into the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of such constituent corporation irrevocably accepted for purchase or exchange in such offer.\n\n(6) As used in this section only, the term:\n\na. “Affiliate” means, in respect of the corporation making the offer referred to in paragraph (h)(2) of this section, any person that (i) owns, directly or indirectly, all of the outstanding stock of such corporation or (ii) is a direct or indirect wholly-owned subsidiary of such corporation or of any person referred to in clause (i) of this definition;\n\nb. “Consummates” (and with correlative meaning, “consummation” and “consummating”) means irrevocably accepts for purchase or exchange stock tendered pursuant to an offer;\n\nc. “Depository” means an agent, including a depository, appointed to facilitate consummation of the offer referred to in paragraph (h)(2) of this section;\n\nd. “Excluded stock” means (i) stock of such constituent corporation that is owned at the commencement of the offer referred to in paragraph (h)(2) of this section by such constituent corporation, the corporation making the offer referred to in paragraph (h)(2) of this section, any person that owns, directly or indirectly, all of the outstanding stock of the corporation making such offer, or any direct or indirect wholly-owned subsidiary of any of the foregoing and (ii) rollover stock;\n\ne. “Person” means any individual, corporation, partnership, limited liability company, unincorporated association or other entity;\n\nf. “Received” (solely for purposes of paragraph (h)(3) of this section) means (a) with respect to certificated shares, physical receipt of a stock certificate accompanied by an executed letter of transmittal, (b) with respect to uncertificated shares held of record by a clearing corporation as nominee, transfer into the depository’s account by means of an agent’s message, and (c) with respect to uncertificated shares held of record by a person other than a clearing corporation as nominee, physical receipt of an executed letter of transmittal by the depository; provided, however, that shares shall cease to be “received” (i) with respect to certificated shares, if the certificate representing such shares was canceled prior to consummation of the offer referred to in paragraph (h)(2) of this section, or (ii) with respect to uncertificated shares, to the extent such uncertificated shares have been reduced or eliminated due to any sale of such shares prior to consummation of the offer referred to in paragraph (h)(2) of this section; and\n\ng. “Rollover stock” means any shares of stock of such constituent corporation that are the subject of a written agreement requiring such shares to be transferred, contributed or delivered to the consummating corporation or any of its affiliates in exchange for stock or other equity interests in such consummating corporation or an affiliate thereof; provided, however, that such shares of stock shall cease to be rollover stock for purposes of paragraph (h)(3) of this section if, immediately prior to the time the merger becomes effective under this chapter, such shares have not been transferred, contributed or delivered to the consummating corporation or any of its affiliates pursuant to such written agreement.\n\nIf an agreement of merger is adopted without the vote of stockholders of a corporation pursuant to this subsection, the secretary or assistant secretary of the surviving corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in this subsection (other than the condition listed in paragraph (h)(4) of this section) have been satisfied; provided that such certification on the agreement shall not be required if a certificate of merger is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc09/index.html" + }, + { + "key": "dgcl:280", + "heading": "DGCL § 280 — Notice to claimants; filing of claims", + "text": "(a) (1) After a corporation has been dissolved in accordance with the procedures set forth in this chapter, the corporation or any successor entity may give notice of the dissolution, requiring all persons having a claim against the corporation other than a claim against the corporation in a pending action, suit or proceeding to which the corporation is a party to present their claims against the corporation in accordance with such notice. Such notice shall state:\n\na. That all such claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim;\n\nb. The mailing address to which such a claim must be sent;\n\nc. The date by which such a claim must be received by the corporation or successor entity, which date shall be no earlier than 60 days from the date thereof; and\n\nd. That such claim will be barred if not received by the date referred to in paragraph (a)(1)c. of this section; and\n\ne. That the corporation or a successor entity may make distributions to other claimants and the corporation’s stockholders or persons interested as having been such without further notice to the claimant; and\n\nf. The aggregate amount, on an annual basis, of all distributions made by the corporation to its stockholders for each of the 3 years prior to the date the corporation dissolved.\n\nSuch notice shall also be published at least once a week for 2 consecutive weeks in a newspaper of general circulation in the county in which the office of the corporation’s last registered agent in this State is located and in the corporation’s principal place of business and, in the case of a corporation having $10,000,000 or more in total assets at the time of its dissolution, at least once in all editions of a daily newspaper with a national circulation. On or before the date of the first publication of such notice, the corporation or successor entity shall mail a copy of such notice by certified or registered mail, return receipt requested, to each known claimant of the corporation including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party.\n\n(2) Any claim against the corporation required to be presented pursuant to this subsection is barred if a claimant who was given actual notice under this subsection does not present the claim to the dissolved corporation or successor entity by the date referred to in paragraph (a)(1)c. of this section.\n\n(3) A corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing notice of such rejection by certified or registered mail, return receipt requested, to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before the expiration of the period described in § 278 of this title; provided however, that in the case of a claim filed pursuant to § 295 of this title against a corporation or successor entity for which a receiver or trustee has been appointed by the Court of Chancery the time period shall be as provided in § 296 of this title, and the 30-day appeal period provided for in § 296 of this title shall be applicable. A notice sent by a corporation or successor entity pursuant to this subsection shall state that any claim rejected therein will be barred if an action, suit or proceeding with respect to the claim is not commenced within 120 days of the date thereof, and shall be accompanied by a copy of §§ 278-283 of this title and, in the case of a notice sent by a court-appointed receiver or trustee and as to which a claim has been filed pursuant to § 295 of this title, copies of §§ 295 and 296 of this title.\n\n(4) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to paragraph (a)(3) of this section does not commence an action, suit or proceeding with respect to the claim no later than 120 days after the mailing of the rejection notice.\n\n(b) (1) A corporation or successor entity electing to follow the procedures described in subsection (a) of this section shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Provided however, that as used in this section and in § 281 of this title, the term “contractual claims” shall not include any implied warranty as to any product manufactured, sold, distributed or handled by the dissolved corporation. Such notice shall be in substantially the form, and sent and published in the same manner, as described in paragraph (a)(1) of this section.\n\n(2) The corporation or successor entity shall offer any claimant on a contract whose claim is contingent, conditional or unmatured such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall mail such offer to the claimant by certified or registered mail, return receipt requested, within 90 days of receipt of such claim and, in all events, at least 150 days before the expiration of the period described in § 278 of this title. If the claimant offered such security does not deliver in writing to the corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant shall be deemed to have accepted such security as the sole source from which to satisfy the claim against the corporation.\n\n(c) (1) A corporation or successor entity which has given notice in accordance with subsection (a) of this section shall petition the Court of Chancery to determine the amount and form of security that will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party other than a claim barred pursuant to subsection (a) of this section.\n\n(2) A corporation or successor entity which has given notice in accordance with subsections (a) and (b) of this section shall petition the Court of Chancery to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to paragraph (b)(2) of this section.\n\n(3) A corporation or successor entity which has given notice in accordance with subsection (a) of this section shall petition the Court of Chancery to determine the amount and form of security which will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity within 5 years after the date of dissolution or such longer period of time as the Court of Chancery may determine not to exceed 10 years after the date of dissolution. The Court of Chancery may appoint a guardian ad litem in respect of any such proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.\n\n(d) The giving of any notice or making of any offer pursuant to this section shall not revive any claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.\n\n(e) As used in this section, the term “successor entity” shall include any trust, receivership or other legal entity governed by the laws of this State to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation and to distribute to the dissolved corporation’s stockholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized.\n\n(f) The time periods and notice requirements of this section shall, in the case of a corporation or successor entity for which a receiver or trustee has been appointed by the Court of Chancery, be subject to variation by, or in the manner provided in, the Rules of the Court of Chancery.\n\n(g) In the case of a nonstock corporation, any notice referred to in the last sentence of paragraph (a)(3) of this section shall include a copy of § 114 of this title. In the case of a nonprofit nonstock corporation, provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation’s certificate of incorporation or bylaws.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc10/index.html" + }, + { + "key": "dgcl:364", + "heading": "DGCL § 364 — Stock certificates; notices regarding uncertificated stock", + "text": "Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter. Any notice given by a public benefit corporation pursuant to § 151(f) of this title shall state conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter.", + "source_url": "https://delcode.delaware.gov/title8/c001/sc15/index.html" + } + ] +} diff --git a/demo/authority_seeds/exchange-act.json b/demo/authority_seeds/exchange-act.json new file mode 100644 index 000000000..a2ed6e669 --- /dev/null +++ b/demo/authority_seeds/exchange-act.json @@ -0,0 +1,41 @@ +{ + "corpus_title": "Securities Exchange Act of 1934", + "authority": "exchange-act", + "aliases": [ + "Securities Exchange Act of 1934", + "Securities Exchange Act", + "Exchange Act" + ], + "sections": [ + { + "key": "exchange-act:10", + "heading": "Exchange Act § 10 — Manipulative and deceptive devices (15 U.S.C. § 78j)", + "text": "(a)\n\n(1) To effect a short sale, or to use or employ any stop-loss order in connection with the purchase or sale, of any security other than a government security, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(2) Paragraph (1) of this subsection shall not apply to security futures products.\n\n(b) To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement [1] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(c)\n\n(1) To effect, accept, or facilitate a transaction involving the loan or borrowing of securities in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(2) Nothing in paragraph (1) may be construed to limit the authority of the appropriate Federal banking agency (as defined in section 1813(q) of title 12), the National Credit Union Administration, or any other Federal department or agency having a responsibility under Federal law to prescribe rules or regulations restricting transactions involving the loan or borrowing of securities in order to protect the safety and soundness of a financial institution or to protect the financial system from systemic risk.\n\nRules promulgated under subsection (b) that prohibit fraud, manipulation, or insider trading (but not rules imposing or specifying reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading), and judicial precedents decided under subsection (b) and rules promulgated thereunder that prohibit fraud, manipulation, or insider trading, shall apply to security-based swap agreements to the same extent as they apply to securities. Judicial precedents decided under section 77q(a) of this title and sections 78i, 78o, 78p, 78t, and 78u–1 of this title, and judicial precedents decided under applicable rules promulgated under such sections, shall apply to security-based swap agreements to the same extent as they apply to securities.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/78j" + }, + { + "key": "exchange-act:12", + "heading": "Exchange Act § 12 — Registration requirements for securities (15 U.S.C. § 78l)", + "text": "(a) General requirement of registration It shall be unlawful for any member, broker, or dealer to effect any transaction in any security (other than an exempted security) on a national securities exchange unless a registration is effective as to such security for such exchange in accordance with the provisions of this chapter and the rules and regulations thereunder. The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange.\n\n(b) Procedure for registration; information A security may be registered on a national securities exchange by the issuer filing an application with the exchange (and filing with the Commission such duplicate originals thereof as the Commission may require), which application shall contain—\n\n(1) Such information, in such detail, as to the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer, and any guarantor of the security as to principal or interest or both, as the Commission may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following:\n\n(A) the organization, financial structure, and nature of the business;\n\n(B) the terms, position, rights, and privileges of the different classes of securities outstanding;\n\n(C) the terms on which their securities are to be, and during the preceding three years have been, offered to the public or otherwise;\n\n(D) the directors, officers, and underwriters, and each security holder of record holding more than 10 per centum of any class of any equity security of the issuer (other than an exempted security), their remuneration and their interests in the securities of, and their material contracts with, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer;\n\n(E) remuneration to others than directors and officers exceeding $20,000 per annum;\n\n(F) bonus and profit-sharing arrangements;\n\n(G) management and service contracts;\n\n(H) options existing or to be created in respect of their securities;\n\n(I) material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract;\n\n(J) balance sheets for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm;\n\n(K) profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm; and\n\n(L) any further financial statements which the Commission may deem necessary or appropriate for the protection of investors.\n\n(2) Such copies of articles of incorporation, bylaws, trust indentures, or corresponding documents by whatever name known, underwriting arrangements, and other similar documents of, and voting trust agreements with respect to, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security.\n\n(3) Such copies of material contracts, referred to in paragraph (1)(I) above, as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security.\n\n(c) Additional or alternative information If in the judgment of the Commission any information required under subsection (b) is inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such other information of comparable character as it may deem applicable to such class of issuers.\n\n(d) Effective date of registration; withdrawal of registration If the exchange authorities certify to the Commission that the security has been approved by the exchange for listing and registration, the registration shall become effective thirty days after the receipt of such certification by the Commission or within such shorter period of time as the Commission may determine. A security registered with a national securities exchange may be withdrawn or stricken from listing and registration in accordance with the rules of the exchange and, upon such terms as the Commission may deem necessary to impose for the protection of investors, upon application by the issuer or the exchange to the Commission; whereupon the issuer shall be relieved from further compliance with the provisions of this section and section 78m of this title and any rules or regulations under such sections as to the securities so withdrawn or stricken. An unissued security may be registered only in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(e) Exemption from provisions of section for period ending not later than July 1, 1935 Notwithstanding the foregoing provisions of this section, the Commission may by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, permit securities listed on any exchange at the time the registration of such exchange as a national securities exchange becomes effective, to be registered for a period ending not later than July 1, 1935, without complying with the provisions of this section.\n\n(f) Unlisted trading privileges for security originally listed on another national exchange\n\n(1)\n\n(A) Notwithstanding the preceding subsections of this section, any national securities exchange, in accordance with the requirements of this subsection and the rules hereunder, may extend unlisted trading privileges to—\n\n(i) any security that is listed and registered on a national securities exchange, subject to subparagraph (B); and\n\n(ii) any security that is otherwise registered pursuant to this section, or that would be required to be so registered except for the exemption from registration provided in subparagraph (B) or (G) of subsection (g)(2), subject to subparagraph (E) of this paragraph.\n\n(B) A national securities exchange may not extend unlisted trading privileges to a security described in subparagraph (A)(i) during such interval, if any, after the commencement of an initial public offering of such security, as is or may be required pursuant to subparagraph (C).\n\n(C) Not later than 180 days after October 22, 1994, the Commission shall prescribe, by rule or regulation, the duration of the interval referred to in subparagraph (B), if any, as the Commission determines to be necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter. Until the earlier of the effective date of such rule or regulation or 240 days after October 22, 1994, such interval shall begin at the opening of trading on the day on which such security commences trading on the national securities exchange with which such security is registered and end at the conclusion of the next day of trading.\n\n(D) The Commission may prescribe, by rule or regulation such additional procedures or requirements for extending unlisted trading privileges to any security as the Commission deems necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter.\n\n(E) No extension of unlisted trading privileges to securities described in subparagraph (A)(ii) may occur except pursuant to a rule, regulation, or order of the Commission approving such extension or extensions. In promulgating such rule or regulation or in issuing such order, the Commission—\n\n(i) shall find that such extension or extensions of unlisted trading privileges is consistent with the maintenance of fair and orderly markets, the protection of investors and the public interest, and otherwise in furtherance of the purposes of this chapter;\n\n(ii) shall take account of the public trading activity in such securities, the character of such trading, the impact of such extension on the existing markets for such securities, and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and\n\n(iii) shall not permit a national securities exchange to extend unlisted trading privileges to such securities if any rule of such national securities exchange would unreasonably impair the ability of a dealer to solicit or effect transactions in such securities for its own account, or would unreasonably restrict competition among dealers in such securities or between such dealers acting in the capacity of market makers who are specialists and such dealers who are not specialists.\n\n(F) An exchange may continue to extend unlisted trading privileges in accordance with this paragraph only if the exchange and the subject security continue to satisfy the requirements for eligibility under this paragraph, including any rules and regulations issued by the Commission pursuant to this paragraph, except that unlisted trading privileges may continue with regard to securities which had been admitted on such exchange prior to July 1, 1964, notwithstanding the failure to satisfy such requirements. If unlisted trading privileges in a security are discontinued pursuant to this subparagraph, the exchange shall cease trading in that security, unless the exchange and the subject security thereafter satisfy the requirements of this paragraph and the rules issued hereunder.\n\n(G) For purposes of this paragraph—\n\n(i) a security is the subject of an initial public offering if—\n\n(I) the offering of the subject security is registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.]; and\n\n(II) the issuer of the security, immediately prior to filing the registration statement with respect to the offering, was not subject to the reporting requirements of section 78m or 78o(d) of this title; and\n\n(ii) an initial public offering of such security commences at the opening of trading on the day on which such security commences trading on the national securities exchange with which such security is registered.\n\n(2)\n\n(A) At any time within 60 days of commencement of trading on an exchange of a security pursuant to unlisted trading privileges, the Commission may summarily suspend such unlisted trading privileges on the exchange. Such suspension shall not be reviewable under section 78y of this title and shall not be deemed to be a final agency action for purposes of section 704 of title 5. Upon such suspension—\n\n(i) the exchange shall cease trading in the security by the close of business on the date of such suspension, or at such time as the Commission may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter; and\n\n(ii) if the exchange seeks to extend unlisted trading privileges to the security, the exchange shall file an application to reinstate its ability to do so with the Commission pursuant to such procedures as the Commission may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter.\n\n(B) A suspension under subparagraph (A) shall remain in effect until the Commission, by order, grants approval of an application to reinstate, as described in subparagraph (A)(ii).\n\n(C) A suspension under subparagraph (A) shall not affect the validity or force of an extension of unlisted trading privileges in effect prior to such suspension.\n\n(D) The Commission shall not approve an application by a national securities exchange to reinstate its ability to extend unlisted trading privileges to a security unless the Commission finds, after notice and opportunity for hearing, that the extension of unlisted trading privileges pursuant to such application is consistent with the maintenance of fair and orderly markets, the protection of investors and the public interest, and otherwise in furtherance of the purposes of this chapter. If the application is made to reinstate unlisted trading privileges to a security described in paragraph (1)(A)(ii), the Commission—\n\n(i) shall take account of the public trading activity in such security, the character of such trading, the impact of such extension on the existing markets for such a security, and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and\n\n(ii) shall not grant any such application if any rule of the national securities exchange making application under this subsection would unreasonably impair the ability of a dealer to solicit or effect transactions in such security for its own account, or would unreasonably restrict competition among dealers in such security or between such dealers acting in the capacity of marketmakers who are specialists and such dealers who are not specialists.\n\n(3) Notwithstanding paragraph (2), the Commission shall by rules and regulations suspend unlisted trading privileges in whole or in part for any or all classes of securities for a period not exceeding twelve months, if it deems such suspension necessary or appropriate in the public interest or for the protection of investors or to prevent evasion of the purposes of this chapter.\n\n(4) On the application of the issuer of any security for which unlisted trading privileges on any exchange have been continued or extended pursuant to this subsection, or of any broker or dealer who makes or creates a market for such security, or of any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, or on its own motion, the Commission shall by order terminate, or suspend for a period not exceeding twelve months, such unlisted trading privileges for such security if the Commission finds, after appropriate notice and opportunity for hearing, that such termination or suspension is necessary or appropriate in the public interest or for the protection of investors.\n\n(5) In any proceeding under this subsection in which appropriate notice and opportunity for hearing are required, notice of not less than ten days to the applicant in such proceeding, to the issuer of the security involved, to the exchange which is seeking to continue or extend or has continued or extended unlisted trading privileges for such security, and to the exchange, if any, on which such security is listed and registered, shall be deemed adequate notice, and any broker or dealer who makes or creates a market for such security, and any other person having a bona fide interest in such proceeding, shall upon application be entitled to be heard.\n\n(6) Any security for which unlisted trading privileges are continued or extended pursuant to this subsection shall be deemed to be registered on a national securities exchange within the meaning of this chapter. The powers and duties of the Commission under this chapter shall be applicable to the rules of an exchange in respect of any such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions, or for stated periods, exempt such securities from the operation of any provision of section 78m, 78n, or 78p of this title.\n\n(g) Registration of securities by issuer; exemptions\n\n(1) Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall—\n\n(A) within 120 days after the last day of its first fiscal year ended on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by either—\n\n(i) 2,000 persons, or\n\n(ii) 500 persons who are not accredited investors (as such term is defined by the Commission), and\n\n(B) in the case of an issuer that is a bank, a savings and loan holding company (as defined in section 1467a of title 12), or a bank holding company, as such term is defined in section 1841 of title 12, not later than 120 days after the last day of its first fiscal year ended after the effective date of this subsection, on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by 2,000 or more persons,\n\nregister such security by filing with the Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (b) of this section. Each such registration statement shall become effective sixty days after filing with the Commission or within such shorter period as the Commission may direct. Until such registration statement becomes effective it shall not be deemed filed for the purposes of section 78r of this title. Any issuer may register any class of equity security not required to be registered by filing a registration statement pursuant to the provisions of this paragraph. The Commission is authorized to extend the date upon which any issuer or class of issuers is required to register a security pursuant to the provisions of this paragraph.\n\n(2) The provisions of this subsection shall not apply in respect of—\n\n(A) any security listed and registered on a national securities exchange.\n\n(B) any security issued by an investment company registered pursuant to section 80a–8 of this title.\n\n(C) any security, other than permanent stock, guaranty stock, permanent reserve stock, or any similar certificate evidencing nonwithdrawable capital, issued by a savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution, which is supervised and examined by State or Federal authority having supervision over any such institution.\n\n(D) any security of an issuer organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any private shareholder or individual; or any security of a fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title.\n\n(E) any security of an issuer which is a “cooperative association” as defined in the Agricultural Marketing Act, approved June 15, 1929, as amended [12 U.S.C. 1141 et seq.], or a federation of such cooperative associations, if such federation possesses no greater powers or purposes than cooperative associations so defined.\n\n(F) any security issued by a mutual or cooperative organization which supplies a commodity or service primarily for the benefit of its members and operates not for pecuniary profit, but only if the security is part of a class issuable only to persons who purchase commodities or services from the issuer, the security is transferable only to a successor in interest or occupancy of premises serviced or to be served by the issuer, and no dividends are payable to the holder of the security.\n\n(G) any security issued by an insurance company if all of the following conditions are met:\n\n(i) Such insurance company is required to and does file an annual statement with the Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary State, and such annual statement conforms to that prescribed by the National Association of Insurance Commissioners or in the determination of such State commissioner, officer or agency substantially conforms to that so prescribed.\n\n(ii) Such insurance company is subject to regulation by its domiciliary State of proxies, consents, or authorizations in respect of securities issued by such company and such regulation conforms to that prescribed by the National Association of Insurance Commissioners.\n\n(iii) After July 1, 1966, the purchase and sales of securities issued by such insurance company by beneficial owners, directors, or officers of such company are subject to regulation (including reporting) by its domiciliary State substantially in the manner provided in section 78p of this title.\n\n(H) any interest or participation in any collective trust funds maintained by a bank or in a separate account maintained by an insurance company which interest or participation is issued in connection with (i) a stock-bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of title 26, (ii) an annuity plan which meets the requirements for deduction of the employer’s contribution under section 404(a)(2) of title 26, or (iii) a church plan, company, or account that is excluded from the definition of an investment company under section 80a–3(c)(14) of this title.\n\n(3) The Commission may by rules or regulations or, on its own motion, after notice and opportunity for hearing, by order, exempt from this subsection any security of a foreign issuer, including any certificate of deposit for such a security, if the Commission finds that such exemption is in the public interest and is consistent with the protection of investors.\n\n(4) Registration of any class of security pursuant to this subsection shall be terminated ninety days, or such shorter period as the Commission may determine, after the issuer files a certification with the Commission that the number of holders of record of such class of security is reduced to less than 300 persons, or, in the case of a bank, a savings and loan holding company (as defined in section 1467a of title 12), or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons persons.[1] The Commission shall after notice and opportunity for hearing deny termination of registration if it finds that the certification is untrue. Termination of registration shall be deferred pending final determination on the question of denial.\n\n(5) For the purposes of this subsection the term “class” shall include all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The Commission may for the purpose of this subsection define by rules and regulations the terms “total assets” and “held of record” as it deems necessary or appropriate in the public interest or for the protection of investors in order to prevent circumvention of the provisions of this subsection. For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product. For purposes of determining whether an issuer is required to register a security with the Commission pursuant to paragraph (1), the definition of “held of record” shall not include securities held by persons who received the securities pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933 [15 U.S.C. 77e].\n\n(6) Exclusion for persons holding certain securities.— The Commission shall, by rule, exempt, conditionally or unconditionally, securities acquired pursuant to an offering made under section 4(6) [2] of the Securities Act of 1933 [15 U.S.C. 77d(a)(6)] from the provisions of this subsection.\n\n(h) Exemption by rules and regulations from certain provisions of section The Commission may by rules and regulations, or upon application of an interested person, by order, after notice and opportunity for hearing, exempt in whole or in part any issuer or class of issuers from the provisions of subsection (g) of this section or from section 78m, 78n, or 78o(d) of this title or may exempt from section 78p of this title any officer, director, or beneficial owner of securities of any issuer, any security of which is required to be registered pursuant to subsection (g) hereof, upon such terms and conditions and for such period as it deems necessary or appropriate, if the Commission finds, by reason of the number of public investors, amount of trading interest in the securities, the nature and extent of the activities of the issuer, income or assets of the issuer, or otherwise, that such action is not inconsistent with the public interest or the protection of investors. The Commission may, for the purposes of any of the above-mentioned sections or subsections of this chapter, classify issuers and prescribe requirements appropriate for each such class.\n\n(i) Securities issued by banks In respect of any securities issued by banks and savings associations the deposits of which are insured in accordance with the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.], the powers, functions, and duties vested in the Commission to administer and enforce this section and sections 78j–1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title, (1) with respect to national banks and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation [3] are vested in the Comptroller of the Currency, (2) with respect to all other member banks of the Federal Reserve System are vested in the Board of Governors of the Federal Reserve System, and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation. The Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in them as provided in this subsection. In carrying out their responsibilities under this subsection, the agencies named in the first sentence of this subsection shall issue substantially similar regulations to regulations and rules issued by the Commission under this section and sections 78j–1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title, unless they find that implementation of substantially similar regulations with respect to insured banks and insured institutions are not necessary or appropriate in the public interest or for protection of investors, and publish such findings, and the detailed reasons therefor, in the Federal Register. Such regulations of the above-named agencies, or the reasons for failure to publish such substantially similar regulations to those of the Commission, shall be published in the Federal Register within 120 days of October 28, 1974, and, thereafter, within 60 days of any changes made by the Commission in its relevant regulations and rules.\n\n(j) Denial, suspension, or revocation of registration; notice and hearing The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer, of such security has failed to comply with any provision of this chapter or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.\n\n(k) Trading suspensions; emergency authority\n\n(1) Trading suspensions If in its opinion the public interest and the protection of investors so require, the Commission is authorized by order—\n\n(A) summarily to suspend trading in any security (other than an exempted security) for a period not exceeding 10 business days, and\n\n(B) summarily to suspend all trading on any national securities exchange or otherwise, in securities other than exempted securities, for a period not exceeding 90 calendar days.\n\nThe action described in subparagraph (B) shall not take effect unless the Commission notifies the President of its decision and the President notifies the Commission that the President does not disapprove of such decision. If the actions described in subparagraph (A) or (B) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.\n\n(2) Emergency orders\n\n(A) In general The Commission, in an emergency, may by order summarily take such action to alter, supplement, suspend, or impose requirements or restrictions with respect to any matter or action subject to regulation by the Commission or a self-regulatory organization under the securities laws, as the Commission determines is necessary in the public interest and for the protection of investors—\n\n(i) to maintain or restore fair and orderly securities markets (other than markets in exempted securities);\n\n(ii) to ensure prompt, accurate, and safe clearance and settlement of transactions in securities (other than exempted securities); or\n\n(iii) to reduce, eliminate, or prevent the substantial disruption by the emergency of—\n\n(I) securities markets (other than markets in exempted securities), investment companies, or any other significant portion or segment of such markets; or\n\n(II) the transmission or processing of securities transactions (other than transactions in exempted securities).\n\n(B) Effective period An order of the Commission under this paragraph shall continue in effect for the period specified by the Commission, and may be extended. Except as provided in subparagraph (C), an order of the Commission under this paragraph may not continue in effect for more than 10 business days, including extensions.\n\n(C) Extension An order of the Commission under this paragraph may be extended to continue in effect for more than 10 business days if, at the time of the extension, the Commission finds that the emergency still exists and determines that the continuation of the order beyond 10 business days is necessary in the public interest and for the protection of investors to attain an objective described in clause (i), (ii), or (iii) of subparagraph (A). In no event shall an order of the Commission under this paragraph continue in effect for more than 30 calendar days.\n\n(D) Security futures If the actions described in subparagraph (A) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.\n\n(E) Exemption In exercising its authority under this paragraph, the Commission shall not be required to comply with the provisions of—\n\n(i) section 78s(c) of this title; or\n\n(ii) section 553 of title 5.\n\n(3) Termination of emergency actions by President The President may direct that action taken by the Commission under paragraph (1)(B) or paragraph (2) of this subsection shall not continue in effect.\n\n(4) Compliance with orders No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security in contravention of an order of the Commission under this subsection unless such order has been stayed, modified, or set aside as provided in paragraph (5) of this subsection or has ceased to be effective upon direction of the President as provided in paragraph (3).\n\n(5) Limitations on review of orders An order of the Commission pursuant to this subsection shall be subject to review only as provided in section 78y(a) of this title. Review shall be based on an examination of all the information before the Commission at the time such order was issued. The reviewing court shall not enter a stay, writ of mandamus, or similar relief unless the court finds, after notice and hearing before a panel of the court, that the Commission’s action is arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law.\n\n(6) Consultation Prior to taking any action described in paragraph (1)(B), the Commission shall consult with and consider the views of the Secretary of the Treasury, the Board of Governors of the Federal Reserve System, and the Commodity Futures Trading Commission, unless such consultation is impracticable in light of the emergency.\n\n(7) Definition For purposes of this subsection, the term “emergency” means—\n\n(A) a major market disturbance characterized by or constituting—\n\n(i) sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets; or\n\n(ii) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of transactions in securities, or a substantial threat thereof; or\n\n(B) a major disturbance that substantially disrupts, or threatens to substantially disrupt—\n\n(i) the functioning of securities markets, investment companies, or any other significant portion or segment of the securities markets; or\n\n(ii) the transmission or processing of securities transactions.\n\n(l) Issuance of any security in contravention of rules and regulations; application to annuity contracts and variable life policies It shall be unlawful for an issuer, any class of whose securities is registered pursuant to this section or would be required to be so registered except for the exemption from registration provided by subsection (g)(2)(B) or (g)(2)(G) of this section, by the use of any means or instrumentality of interstate commerce, or of the mails, to issue, either originally or upon transfer, any of such securities in a form or with a format which contravenes such rules and regulations as the Commission may prescribe as necessary or appropriate for the prompt and accurate clearance and settlement of transactions in securities. The provisions of this subsection shall not apply to variable annuity contracts or variable life policies issued by an insurance company or its separate accounts.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/78l" + }, + { + "key": "exchange-act:13", + "heading": "Exchange Act § 13 — Periodical and other reports (15 U.S.C. § 78m)", + "text": "(a) Reports by issuer of security; contents Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security—\n\n(1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.\n\n(2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.\n\nEvery issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 [15 U.S.C. 77a et seq.] and, with respect to any such statement or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.\n\n(b) Form of report; books, records, and internal accounting; directives\n\n(1) The Commission may prescribe, in regard to reports made pursuant to this chapter, the form or forms in which the required information shall be set forth, the items or details to be shown in the balance sheet and the earnings statement, and the methods to be followed in the preparation of reports, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of separate and/or consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer; but in the case of the reports of any person whose methods of accounting are prescribed under the provisions of any law of the United States, or any rule or regulation thereunder, the rules and regulations of the Commission with respect to reports shall not be inconsistent with the requirements imposed by such law or rule or regulation in respect of the same subject matter (except that such rules and regulations of the Commission may be inconsistent with such requirements to the extent that the Commission determines that the public interest or the protection of investors so requires).\n\n(2) Every issuer which has a class of securities registered pursuant to section 78l of this title and every issuer which is required to file reports pursuant to section 78o(d) of this title shall—\n\n(A) make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;\n\n(B) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that—\n\n(i) transactions are executed in accordance with management’s general or specific authorization;\n\n(ii) transactions are recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets;\n\n(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and\n\n(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and\n\n(C) notwithstanding any other provision of law, pay the allocable share of such issuer of a reasonable annual accounting support fee or fees, determined in accordance with section 7219 of this title.\n\n(3)\n\n(A) With respect to matters concerning the national security of the United States, no duty or liability under paragraph (2) of this subsection shall be imposed upon any person acting in cooperation with the head of any Federal department or agency responsible for such matters if such act in cooperation with such head of a department or agency was done upon the specific, written directive of the head of such department or agency pursuant to Presidential authority to issue such directives. Each directive issued under this paragraph shall set forth the specific facts and circumstances with respect to which the provisions of this paragraph are to be invoked. Each such directive shall, unless renewed in writing, expire one year after the date of issuance.\n\n(B) Each head of a Federal department or agency of the United States who issues a directive pursuant to this paragraph shall maintain a complete file of all such directives and shall, on October 1 of each year, transmit a summary of matters covered by such directives in force at any time during the previous year to the Permanent Select Committee on Intelligence of the House of Representatives and the Select Committee on Intelligence of the Senate.\n\n(4) No criminal liability shall be imposed for failing to comply with the requirements of paragraph (2) of this subsection except as provided in paragraph (5) of this subsection.\n\n(5) No person shall knowingly circumvent or knowingly fail to implement a system of internal accounting controls or knowingly falsify any book, record, or account described in paragraph (2).\n\n(6) Where an issuer which has a class of securities registered pursuant to section 78l of this title or an issuer which is required to file reports pursuant to section 78o(d) of this title holds 50 per centum or less of the voting power with respect to a domestic or foreign firm, the provisions of paragraph (2) require only that the issuer proceed in good faith to use its influence, to the extent reasonable under the issuer’s circumstances, to cause such domestic or foreign firm to devise and maintain a system of internal accounting controls consistent with paragraph (2). Such circumstances include the relative degree of the issuer’s ownership of the domestic or foreign firm and the laws and practices governing the business operations of the country in which such firm is located. An issuer which demonstrates good faith efforts to use such influence shall be conclusively presumed to have complied with the requirements of paragraph (2).\n\n(7) For the purpose of paragraph (2) of this subsection, the terms “reasonable assurances” and “reasonable detail” mean such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs.\n\n(c) Alternative reports If in the judgment of the Commission any report required under subsection (a) is inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports of comparable character as it may deem applicable to such class or classes of issuers.\n\n(d) Reports by persons acquiring more than five per centum of certain classes of securities\n\n(1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 78l of this title, or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 78l(g)(2)(G) of this title, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.] or any equity security issued by a Native Corporation pursuant to section 1629c(d)(6) of title 43, or otherwise becomes or is deemed to become a beneficial owner of any of the foregoing upon the purchase or sale of a security-based swap that the Commission may define by rule, and is directly or indirectly the beneficial owner of more than 5 per centum of such class shall, within ten days after such acquisition or within such shorter time as the Commission may establish by rule, file with the Commission, a statement containing such of the following information, and such additional information, as the Commission may by rules and regulations, prescribe as necessary or appropriate in the public interest or for the protection of investors—\n\n(A) the background, and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose behalf the purchases have been or are to be effected;\n\n(B) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading such security, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, as defined in section 78c(a)(6) of this title, if the person filing such statement so requests, the name of the bank shall not be made available to the public;\n\n(C) if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure;\n\n(D) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of each such associate; and\n\n(E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof.\n\n(2) If any material change occurs in the facts set forth in the statement filed with the Commission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for the purposes of this subsection.\n\n(4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer.\n\n(5) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection or the rules and regulations thereunder, a notice stating the name of such person, the number of shares of any equity securities subject to paragraph (1) which are owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer nor in connection with or as a participant in any transaction having such purpose or effect.\n\n(6) The provisions of this subsection shall not apply to—\n\n(A) any acquisition or offer to acquire securities made or proposed to be made by means of a registration statement under the Securities Act of 1933 [15 U.S.C. 77a et seq.];\n\n(B) any acquisition of the beneficial ownership of a security which, together with all other acquisitions by the same person of securities of the same class during the preceding twelve months, does not exceed 2 per centum of that class;\n\n(C) any acquisition of an equity security by the issuer of such security;\n\n(D) any acquisition or proposed acquisition of a security which the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection.\n\n(e) Purchase of securities by issuer\n\n(1) It shall be unlawful for an issuer which has a class of equity securities registered pursuant to section 78l of this title, or which is a closed-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], to purchase any equity security issued by it if such purchase is in contravention of such rules and regulations as the Commission, in the public interest or for the protection of investors, may adopt (A) to define acts and practices which are fraudulent, deceptive, or manipulative, and (B) to prescribe means reasonably designed to prevent such acts and practices. Such rules and regulations may require such issuer to provide holders of equity securities of such class with such information relating to the reasons for such purchase, the source of funds, the number of shares to be purchased, the price to be paid for such securities, the method of purchase, and such additional information, as the Commission deems necessary or appropriate in the public interest or for the protection of investors, or which the Commission deems to be material to a determination whether such security should be sold.\n\n(2) For the purpose of this subsection, a purchase by or for the issuer or any person controlling, controlled by, or under common control with the issuer, or a purchase subject to control of the issuer or any such person, shall be deemed to be a purchase by the issuer. The Commission shall have power to make rules and regulations implementing this paragraph in the public interest and for the protection of investors, including exemptive rules and regulations covering situations in which the Commission deems it unnecessary or inappropriate that a purchase of the type described in this paragraph shall be deemed to be a purchase by the issuer for purposes of some or all of the provisions of paragraph (1) of this subsection.\n\n(3) At the time of filing such statement as the Commission may require by rule pursuant to paragraph (1) of this subsection, the person making the filing shall pay to the Commission a fee at a rate that, subject to paragraph (4), is equal to $92 [1] per $1,000,000 of the value of securities proposed to be purchased. The fee shall be reduced with respect to securities in an amount equal to any fee paid with respect to any securities issued in connection with the proposed transaction under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)], or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this paragraph.\n\n(4) Annual adjustment.— For each fiscal year, the Commission shall by order adjust the rate required by paragraph (3) for such fiscal year to a rate that is equal to the rate (expressed in dollars per million) that is applicable under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)] for such fiscal year.\n\n(5) Fee collections.— Fees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall be deposited and credited as general revenue of the Treasury and shall not be available for obligation.\n\n(6) Effective date; publication.— In exercising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under paragraph (4) shall be published and take effect in accordance with section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)).\n\n(7) Pro rata application.— The rates per $1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $1,000,000.\n\n(f) Reports by institutional investment managers\n\n(1) Every institutional investment manager which uses the mails, or any means or instrumentality of interstate commerce in the course of its business as an institutional investment manager and which exercises investment discretion with respect to accounts holding equity securities of a class described in subsection (d)(1) or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule, having an aggregate fair market value on the last trading day in any of the preceding twelve months of at least $100,000,000 or such lesser amount (but in no case less than $10,000,000) as the Commission, by rule, may determine, shall file reports with the Commission in such form, for such periods, and at such times after the end of such periods as the Commission, by rule, may prescribe, but in no event shall such reports be filed for periods longer than one year or shorter than one quarter. Such reports shall include for each such equity security held on the last day of the reporting period by accounts (in aggregate or by type as the Commission, by rule, may prescribe) with respect to which the institutional investment manager exercises investment discretion (other than securities held in amounts which the Commission, by rule, determines to be insignificant for purposes of this subsection), the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value of each such security. Such reports may also include for accounts (in aggregate or by type) with respect to which the institutional investment manager exercises investment discretion such of the following information as the Commission, by rule, prescribes—\n\n(A) the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value or cost or amortized cost of each other security (other than an exempted security) held on the last day of the reporting period by such accounts;\n\n(B) the aggregate fair market value or cost or amortized cost of exempted securities (in aggregate or by class) held on the last day of the reporting period by such accounts;\n\n(C) the number of shares of each equity security of a class described in subsection (d)(1) held on the last day of the reporting period by such accounts with respect to which the institutional investment manager possesses sole or shared authority to exercise the voting rights evidenced by such securities;\n\n(D) the aggregate purchases and aggregate sales during the reporting period of each security (other than an exempted security) effected by or for such accounts; and\n\n(E) with respect to any transaction or series of transactions having a market value of at least $500,000 or such other amount as the Commission, by rule, may determine, effected during the reporting period by or for such accounts in any equity security of a class described in subsection (d)(1)—\n\n(i) the name of the issuer and the title, class, and CUSIP number of the security;\n\n(ii) the number of shares or principal amount of the security involved in the transaction;\n\n(iii) whether the transaction was a purchase or sale;\n\n(iv) the per share price or prices at which the transaction was effected;\n\n(v) the date or dates of the transaction;\n\n(vi) the date or dates of the settlement of the transaction;\n\n(vii) the broker or dealer through whom the transaction was effected;\n\n(viii) the market or markets in which the transaction was effected; and\n\n(ix) such other related information as the Commission, by rule, may prescribe.\n\n(2) The Commission shall prescribe rules providing for the public disclosure of the name of the issuer and the title, class, CUSIP number, aggregate amount of the number of short sales of each security, and any additional information determined by the Commission following the end of the reporting period. At a minimum, such public disclosure shall occur every month.\n\n(3) The Commission, by rule, or order, may exempt, conditionally or unconditionally, any institutional investment manager or security or any class of institutional investment managers or securities from any or all of the provisions of this subsection or the rules thereunder.\n\n(4) The Commission shall make available to the public for a reasonable fee a list of all equity securities of a class described in subsection (d)(1), updated no less frequently than reports are required to be filed pursuant to paragraph (1) of this subsection. The Commission shall tabulate the information contained in any report filed pursuant to this subsection in a manner which will, in the view of the Commission, maximize the usefulness of the information to other Federal and State authorities and the public. Promptly after the filing of any such report, the Commission shall make the information contained therein conveniently available to the public for a reasonable fee in such form as the Commission, by rule, may prescribe, except that the Commission, as it determines to be necessary or appropriate in the public interest or for the protection of investors, may delay or prevent public disclosure of any such information in accordance with section 552 of title 5. Notwithstanding the preceding sentence, any such information identifying the securities held by the account of a natural person or an estate or trust (other than a business trust or investment company) shall not be disclosed to the public.\n\n(5) In exercising its authority under this subsection, the Commission shall determine (and so state) that its action is necessary or appropriate in the public interest and for the protection of investors or to maintain fair and orderly markets or, in granting an exemption, that its action is consistent with the protection of investors and the purposes of this subsection. In exercising such authority the Commission shall take such steps as are within its power, including consulting with the Comptroller General of the United States, the Director of the Office of Management and Budget, the appropriate regulatory agencies, Federal and State authorities which, directly or indirectly, require reports from institutional investment managers of information substantially similar to that called for by this subsection, national securities exchanges, and registered securities associations, (A) to achieve uniform, centralized reporting of information concerning the securities holdings of and transactions by or for accounts with respect to which institutional investment managers exercise investment discretion, and (B) consistently with the objective set forth in the preceding subparagraph, to avoid unnecessarily duplicative reporting by, and minimize the compliance burden on, institutional investment managers. Federal authorities which, directly or indirectly, require reports from institutional investment managers of information substantially similar to that called for by this subsection shall cooperate with the Commission in the performance of its responsibilities under the preceding sentence. An institutional investment manager which is a bank, the deposits of which are insured in accordance with the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.], shall file with the appropriate regulatory agency a copy of every report filed with the Commission pursuant to this subsection.\n\n(6)\n\n(A) For purposes of this subsection the term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person.\n\n(B) The Commission shall adopt such rules as it deems necessary or appropriate to prevent duplicative reporting pursuant to this subsection by two or more institutional investment managers exercising investment discretion with respect to the same amount.[2]\n\n(g) Statement of equity security ownership\n\n(1) Any person who is directly or indirectly the beneficial owner of more than 5 per centum of any security of a class described in subsection (d)(1) of this section or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule shall file with the Commission a statement setting forth, in such form and at such time as the Commission may, by rule, prescribe—\n\n(A) such person’s identity, residence, and citizenship; and\n\n(B) the number and description of the shares in which such person has an interest and the nature of such interest.\n\n(2) If any material change occurs in the facts set forth in the statement filed with the Commission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for the purposes of this subsection.\n\n(4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer.\n\n(5) In exercising its authority under this subsection, the Commission shall take such steps as it deems necessary or appropriate in the public interest or for the protection of investors (A) to achieve centralized reporting of information regarding ownership, (B) to avoid unnecessarily duplicative reporting by and minimize the compliance burden on persons required to report, and (C) to tabulate and promptly make available the information contained in any report filed pursuant to this subsection in a manner which will, in the view of the Commission, maximize the usefulness of the information to other Federal and State agencies and the public.\n\n(6) The Commission may, by rule or order, exempt, in whole or in part, any person or class of persons from any or all of the reporting requirements of this subsection as it deems necessary or appropriate in the public interest or for the protection of investors.\n\n(h) Large trader reporting\n\n(1) Identification requirements for large traders For the purpose of monitoring the impact on the securities markets of securities transactions involving a substantial volume or a large fair market value or exercise value and for the purpose of otherwise assisting the Commission in the enforcement of this chapter, each large trader shall—\n\n(A) provide such information to the Commission as the Commission may by rule or regulation prescribe as necessary or appropriate, identifying such large trader and all accounts in or through which such large trader effects such transactions; and\n\n(B) identify, in accordance with such rules or regulations as the Commission may prescribe as necessary or appropriate, to any registered broker or dealer by or through whom such large trader directly or indirectly effects securities transactions, such large trader and all accounts directly or indirectly maintained with such broker or dealer by such large trader in or through which such transactions are effected.\n\n(2) Recordkeeping and reporting requirements for brokers and dealers Every registered broker or dealer shall make and keep for prescribed periods such records as the Commission by rule or regulation prescribes as necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this chapter, with respect to securities transactions that equal or exceed the reporting activity level effected directly or indirectly by or through such registered broker or dealer of or for any person that such broker or dealer knows is a large trader, or any person that such broker or dealer has reason to know is a large trader on the basis of transactions in securities effected by or through such broker or dealer. Such records shall be available for reporting to the Commission, or any self-regulatory organization that the Commission shall designate to receive such reports, on the morning of the day following the day the transactions were effected, and shall be reported to the Commission or a self-regulatory organization designated by the Commission immediately upon request by the Commission or such a self-regulatory organization. Such records and reports shall be in a format and transmitted in a manner prescribed by the Commission (including, but not limited to, machine readable form).\n\n(3) Aggregation rules The Commission may prescribe rules or regulations governing the manner in which transactions and accounts shall be aggregated for the purpose of this subsection, including aggregation on the basis of common ownership or control.\n\n(4) Examination of broker and dealer records All records required to be made and kept by registered brokers and dealers pursuant to this subsection with respect to transactions effected by large traders are subject at any time, or from time to time, to such reasonable periodic, special, or other examinations by representatives of the Commission as the Commission deems necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this chapter.\n\n(5) Factors to be considered in Commission actions In exercising its authority under this subsection, the Commission shall take into account—\n\n(A) existing reporting systems;\n\n(B) the costs associated with maintaining information with respect to transactions effected by large traders and reporting such information to the Commission or self-regulatory organizations; and\n\n(C) the relationship between the United States and international securities markets.\n\n(6) Exemptions The Commission, by rule, regulation, or order, consistent with the purposes of this chapter, may exempt any person or class of persons or any transaction or class of transactions, either conditionally or upon specified terms and conditions or for stated periods, from the operation of this subsection, and the rules and regulations thereunder.\n\n(7) Authority of Commission to limit disclosure of information Notwithstanding any other provision of law, the Commission shall not be compelled to disclose any information required to be kept or reported under this subsection. Nothing in this subsection shall authorize the Commission to withhold information from Congress, or prevent the Commission from complying with a request for information from any other Federal department or agency requesting information for purposes within the scope of its jurisdiction, or complying with an order of a court of the United States in an action brought by the United States or the Commission. For purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552.\n\n(8) Definitions For purposes of this subsection—\n\n(A) the term “large trader” means every person who, for his own account or an account for which he exercises investment discretion, effects transactions for the purchase or sale of any publicly traded security or securities by use of any means or instrumentality of interstate commerce or of the mails, or of any facility of a national securities exchange, directly or indirectly by or through a registered broker or dealer in an aggregate amount equal to or in excess of the identifying activity level;\n\n(B) the term “publicly traded security” means any equity security (including an option on individual equity securities, and an option on a group or index of such securities) listed, or admitted to unlisted trading privileges, on a national securities exchange, or quoted in an automated interdealer quotation system;\n\n(C) the term “identifying activity level” means transactions in publicly traded securities at or above a level of volume, fair market value, or exercise value as shall be fixed from time to time by the Commission by rule or regulation, specifying the time interval during which such transactions shall be aggregated;\n\n(D) the term “reporting activity level” means transactions in publicly traded securities at or above a level of volume, fair market value, or exercise value as shall be fixed from time to time by the Commission by rule, regulation, or order, specifying the time interval during which such transactions shall be aggregated; and\n\n(E) the term “person” has the meaning given in section 78c(a)(9) of this title and also includes two or more persons acting as a partnership, limited partnership, syndicate, or other group, but does not include a foreign central bank.\n\n(i) Accuracy of financial reports Each financial report that contains financial statements, and that is required to be prepared in accordance with (or reconciled to) generally accepted accounting principles under this chapter and filed with the Commission shall reflect all material correcting adjustments that have been identified by a registered public accounting firm in accordance with generally accepted accounting principles and the rules and regulations of the Commission.\n\n(j) Off-balance sheet transactions Not later than 180 days after July 30, 2002, the Commission shall issue final rules providing that each annual and quarterly financial report required to be filed with the Commission shall disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the issuer with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.\n\n(k) Prohibition on personal loans to executives\n\n(1) In general It shall be unlawful for any issuer (as defined in section 7201 of this title), directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to renew an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of that issuer. An extension of credit maintained by the issuer on July 30, 2002, shall not be subject to the provisions of this subsection, provided that there is no material modification to any term of any such extension of credit or any renewal of any such extension of credit on or after July 30, 2002.\n\n(2) Limitation Paragraph (1) does not preclude any home improvement and manufactured home loans (as that term is defined in section 1464 of title 12), consumer credit (as defined in section 1602 of this title), or any extension of credit under an open end credit plan (as defined in section 1602 of this title), or a charge card (as defined in section 1637(c)(4)(e) of this title), or any extension of credit by a broker or dealer registered under section 78o of this title to an employee of that broker or dealer to buy, trade, or carry securities, that is permitted under rules or regulations of the Board of Governors of the Federal Reserve System pursuant to section 78g of this title (other than an extension of credit that would be used to purchase the stock of that issuer), that is—\n\n(A) made or provided in the ordinary course of the consumer credit business of such issuer;\n\n(B) of a type that is generally made available by such issuer to the public; and\n\n(C) made by such issuer on market terms, or terms that are no more favorable than those offered by the issuer to the general public for such extensions of credit.\n\n(3) Rule of construction for certain loans Paragraph (1) does not apply to any loan made or maintained by an insured depository institution (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)), if the loan is subject to the insider lending restrictions of section 375b of title 12.\n\n(l) Real time issuer disclosures Each issuer reporting under subsec. (a) or section 78o(d) of this title shall disclose to the public on a rapid and current basis such additional information concerning material changes in the financial condition or operations of the issuer, in plain English, which may include trend and qualitative information and graphic presentations, as the Commission determines, by rule, is necessary or useful for the protection of investors and in the public interest.\n\n(m) Public availability of security-based swap transaction data\n\n(1) In general\n\n(A) Definition of real-time public reporting In this paragraph, the term “real-time public reporting” means to report data relating to a security-based swap transaction, including price and volume, as soon as technologically practicable after the time at which the security-based swap transaction has been executed.\n\n(B) Purpose The purpose of this subsection is to authorize the Commission to make security-based swap transaction and pricing data available to the public in such form and at such times as the Commission determines appropriate to enhance price discovery.\n\n(C) General rule The Commission is authorized to provide by rule for the public availability of security-based swap transaction, volume, and pricing data as follows:\n\n(i) With respect to those security-based swaps that are subject to the mandatory clearing requirement described in section 78c–3(a)(1) of this title (including those security-based swaps that are excepted from the requirement pursuant to section 78c–3(g) of this title), the Commission shall require real-time public reporting for such transactions.\n\n(ii) With respect to those security-based swaps that are not subject to the mandatory clearing requirement described in section 78c–3(a)(1) of this title, but are cleared at a registered clearing agency, the Commission shall require real-time public reporting for such transactions.\n\n(iii) With respect to security-based swaps that are not cleared at a registered clearing agency and which are reported to a security-based swap data repository or the Commission under section 78c–3(a)(6) of this title,[3] the Commission shall require real-time public reporting for such transactions, in a manner that does not disclose the business transactions and market positions of any person.\n\n(iv) With respect to security-based swaps that are determined to be required to be cleared under section 78c–3(b) of this title but are not cleared, the Commission shall require real-time public reporting for such transactions.\n\n(D) Registered entities and public reporting The Commission may require registered entities to publicly disseminate the security-based swap transaction and pricing data required to be reported under this paragraph.\n\n(E) Rulemaking required With respect to the rule providing for the public availability of transaction and pricing data for security-based swaps described in clauses (i) and (ii) of subparagraph (C), the rule promulgated by the Commission shall contain provisions—\n\n(i) to ensure such information does not identify the participants;\n\n(ii) to specify the criteria for determining what constitutes a large notional security-based swap transaction (block trade) for particular markets and contracts;\n\n(iii) to specify the appropriate time delay for reporting large notional security-based swap transactions (block trades) to the public; and\n\n(iv) that take into account whether the public disclosure will materially reduce market liquidity.\n\n(F) Timeliness of reporting Parties to a security-based swap (including agents of the parties to a security-based swap) shall be responsible for reporting security-based swap transaction information to the appropriate registered entity in a timely manner as may be prescribed by the Commission.\n\n(G) Reporting of swaps to registered security-based swap data repositories Each security-based swap (whether cleared or uncleared) shall be reported to a registered security-based swap data repository.\n\n(H) Registration of clearing agencies A clearing agency may register as a security-based swap data repository.\n\n(2) Semiannual and annual public reporting of aggregate security-based swap data\n\n(A) In general In accordance with subparagraph (B), the Commission shall issue a written report on a semiannual and annual basis to make available to the public information relating to—\n\n(i) the trading and clearing in the major security-based swap categories; and\n\n(ii) the market participants and developments in new products.\n\n(B) Use; consultation In preparing a report under subparagraph (A), the Commission shall—\n\n(i) use information from security-based swap data repositories and clearing agencies; and\n\n(ii) consult with the Office of the Comptroller of the Currency, the Bank for International Settlements, and such other regulatory bodies as may be necessary.\n\n(C) Authority of Commission The Commission may, by rule, regulation, or order, delegate the public reporting responsibilities of the Commission under this paragraph in accordance with such terms and conditions as the Commission determines to be appropriate and in the public interest.\n\n(n) Security-based swap data repositories\n\n(1) Registration requirement It shall be unlawful for any person, unless registered with the Commission, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a security-based swap data repository.\n\n(2) Inspection and examination Each registered security-based swap data repository shall be subject to inspection and examination by any representative of the Commission.\n\n(3) Compliance with core principles\n\n(A) In general To be registered, and maintain registration, as a security-based swap data repository, the security-based swap data repository shall comply with—\n\n(i) the requirements and core principles described in this subsection; and\n\n(ii) any requirement that the Commission may impose by rule or regulation.\n\n(B) Reasonable discretion of security-based swap data repository Unless otherwise determined by the Commission, by rule or regulation, a security-based swap data repository described in subparagraph (A) shall have reasonable discretion in establishing the manner in which the security-based swap data repository complies with the core principles described in this subsection.\n\n(4) Standard setting\n\n(A) Data identification\n\n(i) In general In accordance with clause (ii), the Commission shall prescribe standards that specify the data elements for each security-based swap that shall be collected and maintained by each registered security-based swap data repository.\n\n(ii) Requirement In carrying out clause (i), the Commission shall prescribe consistent data element standards applicable to registered entities and reporting counterparties.\n\n(B) Data collection and maintenance The Commission shall prescribe data collection and data maintenance standards for security-based swap data repositories.\n\n(C) Comparability The standards prescribed by the Commission under this subsection shall be comparable to the data standards imposed by the Commission on clearing agencies in connection with their clearing of security-based swaps.\n\n(5) Duties A security-based swap data repository shall—\n\n(A) accept data prescribed by the Commission for each security-based swap under subsection (b);\n\n(B) confirm with both counterparties to the security-based swap the accuracy of the data that was submitted;\n\n(C) maintain the data described in subparagraph (A) in such form, in such manner, and for such period as may be required by the Commission;\n\n(D)\n\n(i) provide direct electronic access to the Commission (or any designee of the Commission, including another registered entity); and\n\n(ii) provide the information described in subparagraph (A) in such form and at such frequency as the Commission may require to comply with the public reporting requirements set forth in subsection (m);\n\n(E) at the direction of the Commission, establish automated systems for monitoring, screening, and analyzing security-based swap data;\n\n(F) maintain the privacy of any and all security-based swap transaction information that the security-based swap data repository receives from a security-based swap dealer, counterparty, or any other registered entity; and\n\n(G) on a confidential basis pursuant to section 78x of this title, upon request, and after notifying the Commission of the request, make available security-based swap data obtained by the security-based swap data repository, including individual counterparty trade and position data, to—\n\n(i) each appropriate prudential regulator;\n\n(ii) the Financial Stability Oversight Council;\n\n(iii) the Commodity Futures Trading Commission;\n\n(iv) the Department of Justice; and\n\n(v) any other person that the Commission determines to be appropriate, including—\n\n(I) foreign financial supervisors (including foreign futures authorities);\n\n(II) foreign central banks;\n\n(III) foreign ministries; and\n\n(IV) other foreign authorities.\n\n(H) Confidentiality agreement.— Before the security-based swap data repository may share information with any entity described in subparagraph (G), the security-based swap data repository shall receive a written agreement from each entity stating that the entity shall abide by the confidentiality requirements described in section 78x of this title relating to the information on security-based swap transactions that is provided.\n\n(6) Designation of chief compliance officer\n\n(A) In general Each security-based swap data repository shall designate an individual to serve as a chief compliance officer.\n\n(B) Duties The chief compliance officer shall—\n\n(i) report directly to the board or to the senior officer of the security-based swap data repository;\n\n(ii) review the compliance of the security-based swap data repository with respect to the requirements and core principles described in this subsection;\n\n(iii) in consultation with the board of the security-based swap data repository, a body performing a function similar to the board of the security-based swap data repository, or the senior officer of the security-based swap data repository, resolve any conflicts of interest that may arise;\n\n(iv) be responsible for administering each policy and procedure that is required to be established pursuant to this section;\n\n(v) ensure compliance with this chapter (including regulations) relating to agreements, contracts, or transactions, including each rule prescribed by the Commission under this section;\n\n(vi) establish procedures for the remediation of noncompliance issues identified by the chief compliance officer through any—\n\n(I) compliance office review;\n\n(II) look-back;\n\n(III) internal or external audit finding;\n\n(IV) self-reported error; or\n\n(V) validated complaint; and\n\n(vii) establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues.\n\n(C) Annual reports\n\n(i) In general In accordance with rules prescribed by the Commission, the chief compliance officer shall annually prepare and sign a report that contains a description of—\n\n(I) the compliance of the security-based swap data repository of the chief compliance officer with respect to this chapter (including regulations); and\n\n(II) each policy and procedure of the security-based swap data repository of the chief compliance officer (including the code of ethics and conflict of interest policies of the security-based swap data repository).\n\n(ii) Requirements A compliance report under clause (i) shall—\n\n(I) accompany each appropriate financial report of the security-based swap data repository that is required to be furnished to the Commission pursuant to this section; and\n\n(II) include a certification that, under penalty of law, the compliance report is accurate and complete.\n\n(7) Core principles applicable to security-based swap data repositories\n\n(A) Antitrust considerations Unless necessary or appropriate to achieve the purposes of this chapter, the swap data repository shall not—\n\n(i) adopt any rule or take any action that results in any unreasonable restraint of trade; or\n\n(ii) impose any material anticompetitive burden on the trading, clearing, or reporting of transactions.\n\n(B) Governance arrangements Each security-based swap data repository shall establish governance arrangements that are transparent—\n\n(i) to fulfill public interest requirements; and\n\n(ii) to support the objectives of the Federal Government, owners, and participants.\n\n(C) Conflicts of interest Each security-based swap data repository shall—\n\n(i) establish and enforce rules to minimize conflicts of interest in the decision-making process of the security-based swap data repository; and\n\n(ii) establish a process for resolving any conflicts of interest described in clause (i).\n\n(D) Additional duties developed by Commission\n\n(i) In general The Commission may develop 1 or more additional duties applicable to security-based swap data repositories.\n\n(ii) Consideration of evolving standards In developing additional duties under subparagraph (A),[4] the Commission may take into consideration any evolving standard of the United States or the international community.\n\n(iii) Additional duties for Commission designees The Commission shall establish additional duties for any registrant described in subsection (m)(2)(C) in order to minimize conflicts of interest, protect data, ensure compliance, and guarantee the safety and security of the security-based swap data repository.\n\n(8) Required registration for security-based swap data repositories Any person that is required to be registered as a security-based swap data repository under this subsection shall register with the Commission, regardless of whether that person is also licensed under the Commodity Exchange Act [7 U.S.C. 1 et seq.] as a swap data repository.\n\n(9) Rules The Commission shall adopt rules governing persons that are registered under this subsection.\n\n(o) Beneficial ownership For purposes of this section and section 78p of this title, a person shall be deemed to acquire beneficial ownership of an equity security based on the purchase or sale of a security-based swap, only to the extent that the Commission, by rule, determines after consultation with the prudential regulators and the Secretary of the Treasury, that the purchase or sale of the security-based swap, or class of security-based swap, provides incidents of ownership comparable to direct ownership of the equity security, and that it is necessary to achieve the purposes of this section that the purchase or sale of the security-based swaps, or class of security-based swap, be deemed the acquisition of beneficial ownership of the equity security.\n\n(p) Disclosures relating to conflict minerals originating in the Democratic Republic of the Congo\n\n(1) Regulations\n\n(A) In general Not later than 270 days after July 21, 2010, the Commission shall promulgate regulations requiring any person described in paragraph (2) to disclose annually, beginning with the person’s first full fiscal year that begins after the date of promulgation of such regulations, whether conflict minerals that are necessary as described in paragraph (2)(B), in the year for which such reporting is required, did originate in the Democratic Republic of the Congo or an adjoining country and, in cases in which such conflict minerals did originate in any such country, submit to the Commission a report that includes, with respect to the period covered by the report—\n\n(i) a description of the measures taken by the person to exercise due diligence on the source and chain of custody of such minerals, which measures shall include an independent private sector audit of such report submitted through the Commission that is conducted in accordance with standards established by the Comptroller General of the United States, in accordance with rules promulgated by the Commission, in consultation with the Secretary of State; and\n\n(ii) a description of the products manufactured or contracted to be manufactured that are not DRC conflict free (“DRC conflict free” is defined to mean the products that do not contain minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country), the entity that conducted the independent private sector audit in accordance with clause (i), the facilities used to process the conflict minerals, the country of origin of the conflict minerals, and the efforts to determine the mine or location of origin with the greatest possible specificity.\n\n(B) Certification The person submitting a report under subparagraph (A) shall certify the audit described in clause (i) of such subparagraph that is included in such report. Such a certified audit shall constitute a critical component of due diligence in establishing the source and chain of custody of such minerals.\n\n(C) Unreliable determination If a report required to be submitted by a person under subparagraph (A) relies on a determination of an independent private sector audit, as described under subparagraph (A)(i), or other due diligence processes previously determined by the Commission to be unreliable, the report shall not satisfy the requirements of the regulations promulgated under subparagraph (A)(i).\n\n(D) DRC conflict free For purposes of this paragraph, a product may be labeled as “DRC conflict free” if the product does not contain conflict minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country.\n\n(E) Information available to the public Each person described under paragraph (2) shall make available to the public on the Internet website of such person the information disclosed by such person under subparagraph (A).\n\n(2) Person described A person is described in this paragraph if—\n\n(A) the person is required to file reports with the Commission pursuant to paragraph (1)(A); and\n\n(B) conflict minerals are necessary to the functionality or production of a product manufactured by such person.\n\n(3) Revisions and waivers The Commission shall revise or temporarily waive the requirements described in paragraph (1) if the President transmits to the Commission a determination that—\n\n(A) such revision or waiver is in the national security interest of the United States and the President includes the reasons therefor; and\n\n(B) establishes a date, not later than 2 years after the initial publication of such exemption, on which such exemption shall expire.\n\n(4) Termination of disclosure requirements The requirements of paragraph (1) shall terminate on the date on which the President determines and certifies to the appropriate congressional committees, but in no case earlier than the date that is one day after the end of the 5-year period beginning on July 21, 2010, that no armed groups continue to be directly involved and benefitting from commercial activity involving conflict minerals.\n\n(5) Definitions For purposes of this subsection, the terms “adjoining country”, “appropriate congressional committees”, “armed group”, and “conflict mineral” have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.\n\n(q) Disclosure of payments by resource extraction issuers\n\n(1) Definitions In this subsection—\n\n(A) the term “commercial development of oil, natural gas, or minerals” includes exploration, extraction, processing, export, and other significant actions relating to oil, natural gas, or minerals, or the acquisition of a license for any such activity, as determined by the Commission;\n\n(B) the term “foreign government” means a foreign government, a department, agency, or instrumentality of a foreign government, or a company owned by a foreign government, as determined by the Commission;\n\n(C) the term “payment”—\n\n(i) means a payment that is—\n\n(I) made to further the commercial development of oil, natural gas, or minerals; and\n\n(II) not de minimis; and\n\n(ii) includes taxes, royalties, fees (including license fees), production entitlements, bonuses, and other material benefits, that the Commission, consistent with the guidelines of the Extractive Industries Transparency Initiative (to the extent practicable), determines are part of the commonly recognized revenue stream for the commercial development of oil, natural gas, or minerals;\n\n(D) the term “resource extraction issuer” means an issuer that—\n\n(i) is required to file an annual report with the Commission; and\n\n(ii) engages in the commercial development of oil, natural gas, or minerals;\n\n(E) the term “interactive data format” means an electronic data format in which pieces of information are identified using an interactive data standard; and\n\n(F) the term “interactive data standard” means [5] standardized list of electronic tags that mark information included in the annual report of a resource extraction issuer.\n\n(2) Disclosure\n\n(A) Information required Not later than 270 days after July 21, 2010, the Commission shall issue final rules that require each resource extraction issuer to include in an annual report of the resource extraction issuer information relating to any payment made by the resource extraction issuer, a subsidiary of the resource extraction issuer, or an entity under the control of the resource extraction issuer to a foreign government or the Federal Government for the purpose of the commercial development of oil, natural gas, or minerals, including—\n\n(i) the type and total amount of such payments made for each project of the resource extraction issuer relating to the commercial development of oil, natural gas, or minerals; and\n\n(ii) the type and total amount of such payments made to each government.\n\n(B) Consultation in rulemaking In issuing rules under subparagraph (A), the Commission may consult with any agency or entity that the Commission determines is relevant.\n\n(C) Interactive data format The rules issued under subparagraph (A) shall require that the information included in the annual report of a resource extraction issuer be submitted in an interactive data format.\n\n(D) Interactive data standard\n\n(i) In general The rules issued under subparagraph (A) shall establish an interactive data standard for the information included in the annual report of a resource extraction issuer.\n\n(ii) Electronic tags The interactive data standard shall include electronic tags that identify, for any payments made by a resource extraction issuer to a foreign government or the Federal Government—\n\n(I) the total amounts of the payments, by category;\n\n(II) the currency used to make the payments;\n\n(III) the financial period in which the payments were made;\n\n(IV) the business segment of the resource extraction issuer that made the payments;\n\n(V) the government that received the payments, and the country in which the government is located;\n\n(VI) the project of the resource extraction issuer to which the payments relate; and\n\n(VII) such other information as the Commission may determine is necessary or appropriate in the public interest or for the protection of investors.\n\n(E) International transparency efforts To the extent practicable, the rules issued under subparagraph (A) shall support the commitment of the Federal Government to international transparency promotion efforts relating to the commercial development of oil, natural gas, or minerals.\n\n(F) Effective date With respect to each resource extraction issuer, the final rules issued under subparagraph (A) shall take effect on the date on which the resource extraction issuer is required to submit an annual report relating to the fiscal year of the resource extraction issuer that ends not earlier than 1 year after the date on which the Commission issues final rules under subparagraph (A).\n\n(3) Public availability of information\n\n(A) In general To the extent practicable, the Commission shall make available online, to the public, a compilation of the information required to be submitted under the rules issued under paragraph (2)(A).\n\n(B) Other information Nothing in this paragraph shall require the Commission to make available online information other than the information required to be submitted under the rules issued under paragraph (2)(A).\n\n(4) Authorization of appropriations There are authorized to be appropriated to the Commission such sums as may be necessary to carry out this subsection.\n\n(r) Disclosure of certain activities relating to Iran\n\n(1) In general Each issuer required to file an annual or quarterly report under subsection (a) shall disclose in that report the information required by paragraph (2) if, during the period covered by the report, the issuer or any affiliate of the issuer—\n\n(A) knowingly engaged in an activity described in subsection (a) or (b) of section 5 of the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note);\n\n(B) knowingly engaged in an activity described in subsection (c)(2) of section 8513 of title 22 or a transaction described in subsection (d)(1) of that section;\n\n(C) knowingly engaged in an activity described in section 8514a(b)(2) of title 22; or\n\n(D) knowingly conducted any transaction or dealing with—\n\n(i) any person the property and interests in property of which are blocked pursuant to Executive Order No. 13224 (66 Fed. Reg. 49079; relating to blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism);\n\n(ii) any person the property and interests in property of which are blocked pursuant to Executive Order No. 13382 (70 Fed. Reg. 38567; relating to blocking of property of weapons of mass destruction proliferators and their supporters); or\n\n(iii) any person or entity identified under section 560.304 of title 31, Code of Federal Regulations (relating to the definition of the Government of Iran) without the specific authorization of a Federal department or agency.\n\n(2) Information required If an issuer or an affiliate of the issuer has engaged in any activity described in paragraph (1), the issuer shall disclose a detailed description of each such activity, including—\n\n(A) the nature and extent of the activity;\n\n(B) the gross revenues and net profits, if any, attributable to the activity; and\n\n(C) whether the issuer or the affiliate of the issuer (as the case may be) intends to continue the activity.\n\n(3) Notice of disclosures If an issuer reports under paragraph (1) that the issuer or an affiliate of the issuer has knowingly engaged in any activity described in that paragraph, the issuer shall separately file with the Commission, concurrently with the annual or quarterly report under subsection (a), a notice that the disclosure of that activity has been included in that annual or quarterly report that identifies the issuer and contains the information required by paragraph (2).\n\n(4) Public disclosure of information Upon receiving a notice under paragraph (3) that an annual or quarterly report includes a disclosure of an activity described in paragraph (1), the Commission shall promptly—\n\n(A) transmit the report to—\n\n(i) the President;\n\n(ii) the Committee on Foreign Affairs and the Committee on Financial Services of the House of Representatives; and\n\n(iii) the Committee on Foreign Relations and the Committee on Banking, Housing, and Urban Affairs of the Senate; and\n\n(B) make the information provided in the disclosure and the notice available to the public by posting the information on the Internet website of the Commission.\n\n(5) Investigations Upon receiving a report under paragraph (4) that includes a disclosure of an activity described in paragraph (1) (other than an activity described in subparagraph (D)(iii) of that paragraph), the President shall—\n\n(A) initiate an investigation into the possible imposition of sanctions under the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note), section 8513 or 8514a of title 22, an Executive order specified in clause (i) or (ii) of paragraph (1)(D), or any other provision of law relating to the imposition of sanctions with respect to Iran, as applicable; and\n\n(B) not later than 180 days after initiating such an investigation, make a determination with respect to whether sanctions should be imposed with respect to the issuer or the affiliate of the issuer (as the case may be).\n\n(6) Sunset The provisions of this subsection shall terminate on the date that is 30 days after the date on which the President makes the certification described in section 8551(a) of title 22.\n\n(s) Data standards\n\n(1) Requirement The Commission shall, by rule, adopt data standards for all collections of information with respect to periodic and current reports required to be filed or furnished under this section or under section 78o(d) of this title, except that the Commission may exempt exhibits, signatures, and certifications from those data standards.\n\n(2) Consistency The data standards required under paragraph (1) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/78m" + }, + { + "key": "exchange-act:14", + "heading": "Exchange Act § 14 — Proxies (15 U.S.C. § 78n)", + "text": "(a) Solicitation of proxies in violation of rules and regulations\n(1)\nIt shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 78l of this title.\n\n(2) The rules and regulations prescribed by the Commission under paragraph (1) may include—\n(A)\na requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an issuer include a nominee submitted by a shareholder to serve on the board of directors of the issuer; and\n\n(B)\na requirement that an issuer follow a certain procedure in relation to a solicitation described in subparagraph (A).\n\n(b) Giving or refraining from giving proxy in respect of any security carried for account of customer\n(1)\nIt shall be unlawful for any member of a national securities exchange, or any broker or dealer registered under this chapter, or any bank, association, or other entity that exercises fiduciary powers, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any security registered pursuant to section 78l of this title, or any security issued by an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], and carried for the account of a customer.\n\n(2)\nWith respect to banks, the rules and regulations prescribed by the Commission under paragraph (1) shall not require the disclosure of the names of beneficial owners of securities in an account held by the bank on December 28, 1985, unless the beneficial owner consents to the disclosure. The provisions of this paragraph shall not apply in the case of a bank which the Commission finds has not made a good faith effort to obtain such consent from such beneficial owners.\n\n(c) Information to holders of record prior to annual or other meeting\n\nUnless proxies, consents, or authorizations in respect of a security registered pursuant to section 78l of this title, or a security issued by an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], are solicited by or on behalf of the management of the issuer from the holders of record of such security in accordance with the rules and regulations prescribed under subsection (a) of this section, prior to any annual or other meeting of the holders of such security, such issuer shall, in accordance with rules and regulations prescribed by the Commission, file with the Commission and transmit to all holders of record of such security information substantially equivalent to the information which would be required to be transmitted if a solicitation were made, but no information shall be required to be filed or transmitted pursuant to this subsection before July 1, 1964.\n\n(d) Tender offer by owner of more than five per centum of class of securities; exceptions\n(1)\nIt shall be unlawful for any person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, to make a tender offer for, or a request or invitation for tenders of, any class of any equity security which is registered pursuant to section 78l of this title, or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 78l(g)(2)(G) of this title, or any equity security issued by a a closed-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], if, after consummation thereof, such person would, directly or indirectly, be the beneficial owner of more than 5 per centum of such class, unless at the time copies of the offer or request or invitation are first published or sent or given to security holders such person has filed with the Commission a statement containing such of the information specified in section 78m(d) of this title, and such additional information as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. All requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders of such a security shall be filed as a part of such statement and shall contain such of the information contained in such statement as the Commission may by rules and regulations prescribe. Copies of any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall contain such information as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors, and shall be filed with the Commission not later than the time copies of such material are first published or sent or given to security holders. Copies of all statements, in the form in which such material is furnished to security holders and the Commission, shall be sent to the issuer not later than the date such material is first published or sent or given to any security holders.\n\n(2)\nWhen two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for purposes of this subsection.\n\n(3)\nIn determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer.\n\n(4)\nAny solicitation or recommendation to the holders of such a security to accept or reject a tender offer or request or invitation for tenders shall be made in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(5)\nSecurities deposited pursuant to a tender offer or request or invitation for tenders may be withdrawn by or on behalf of the depositor at any time until the expiration of seven days after the time definitive copies of the offer or request or invitation are first published or sent or given to security holders, and at any time after sixty days from the date of the original tender offer or request or invitation, except as the Commission may otherwise prescribe by rules, regulations, or order as necessary or appropriate in the public interest or for the protection of investors.\n\n(6)\nWhere any person makes a tender offer, or request or invitation for tenders, for less than all the outstanding equity securities of a class, and where a greater number of securities is deposited pursuant thereto within ten days after copies of the offer or request or invitation are first published or sent or given to security holders than such person is bound or willing to take up and pay for, the securities taken up shall be taken up as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each depositor. The provisions of this subsection shall also apply to securities deposited within ten days after notice of an increase in the consideration offered to security holders, as described in paragraph (7), is first published or sent or given to security holders.\n\n(7)\nWhere any person varies the terms of a tender offer or request or invitation for tenders before the expiration thereof by increasing the consideration offered to holders of such securities, such person shall pay the increased consideration to each security holder whose securities are taken up and paid for pursuant to the tender offer or request or invitation for tenders whether or not such securities have been taken up by such person before the variation of the tender offer or request or invitation.\n\n(8) The provisions of this subsection shall not apply to any offer for, or request or invitation for tenders of, any security—\n(A)\nif the acquisition of such security, together with all other acquisitions by the same person of securities of the same class during the preceding twelve months, would not exceed 2 per centum of that class;\n\n(B)\nby the issuer of such security; or\n\n(C)\nwhich the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection.\n\n(e) Untrue statement of material fact or omission of fact with respect to tender offer\n\nIt shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. The Commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative.\n\n(f) Election or designation of majority of directors of issuer by owner of more than five per centum of class of securities at other than meeting of security holders\n\nIf, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to subsection (d) of this section or subsection (d) of section 78m of this title, any persons are to be elected or designated as directors of the issuer, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the issuer, then, prior to the time any such person takes office as a director, and in accordance with rules and regulations prescribed by the Commission, the issuer shall file with the Commission, and transmit to all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors, information substantially equivalent to the information which would be required by subsection (a) or (c) of this section to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders.\n\n(g) Filing fees\n(1)\n(A) At the time of filing such preliminary proxy solicitation material as the Commission may require by rule pursuant to subsection (a) of this section that concerns an acquisition, merger, consolidation, or proposed sale or other disposition of substantially all the assets of a company, the person making such filing, other than a company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], shall pay to the Commission the following fees:\n(i)\nfor preliminary proxy solicitation material involving an acquisition, merger, or consolidation, if there is a proposed payment of cash or transfer of securities or property to shareholders, a fee at a rate that, subject to paragraph (4), is equal to $92 [1] per $1,000,000 of such proposed payment, or of the value of such securities or other property proposed to be transferred; and\n\n(ii)\nfor preliminary proxy solicitation material involving a proposed sale or other disposition of substantially all of the assets of a company, a fee at a rate that, subject to paragraph (4), is equal to $92 1 per $1,000,000 of the cash or of the value of any securities or other property proposed to be received upon such sale or disposition.\n\n(B)\nThe fee imposed under subparagraph (A) shall be reduced with respect to securities in an amount equal to any fee paid to the Commission with respect to such securities in connection with the proposed transaction under section 77f(b) of this title, or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this subsection. Where two or more companies involved in an acquisition, merger, consolidation, sale, or other disposition of substantially all the assets of a company must file such proxy material with the Commission, each shall pay a proportionate share of such fee.\n\n(2)\nAt the time of filing such preliminary information statement as the Commission may require by rule pursuant to subsection (c) of this section, the issuer shall pay to the Commission the same fee as required for preliminary proxy solicitation material under paragraph (1) of this subsection.\n\n(3)\nAt the time of filing such statement as the Commission may require by rule pursuant to subsection (d)(1) of this section, the person making the filing shall pay to the Commission a fee at a rate that, subject to paragraph (4), is equal to $92 1 per $1,000,000 of the aggregate amount of cash or of the value of securities or other property proposed to be offered. The fee shall be reduced with respect to securities in an amount equal to any fee paid with respect to such securities in connection with the proposed transaction under section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)), or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this subsection.\n\n(4) Annual adjustment.—\nFor each fiscal year, the Commission shall by order adjust the rate required by paragraphs (1) and (3) for such fiscal year to a rate that is equal to the rate (expressed in dollars per million) that is applicable under section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)) for such fiscal year.\n\n(5) Fee collection.—\nFees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall be deposited and credited as general revenue of the Treasury and shall not be available for obligation.\n\n(6) Review; effective date; publication.—\nIn exercising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under paragraph (4) shall be published and take effect in accordance with section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)).\n\n(7) Pro rata application.—\nThe rates per $1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $1,000,000.\n\n(8)\nNotwithstanding any other provision of law, the Commission may impose fees, charges, or prices for matters not involving any acquisition, merger, consolidation, sale, or other disposition of assets described in this subsection, as authorized by section 9701 of title 31, or otherwise.\n\n(h) Proxy solicitations and tender offers in connection with limited partnership rollup transactions\n(1) Proxy rules to contain special provisions It shall be unlawful for any person to solicit any proxy, consent, or authorization concerning a limited partnership rollup transaction, or to make any tender offer in furtherance of a limited partnership rollup transaction, unless such transaction is conducted in accordance with rules prescribed by the Commission under subsections (a) and (d) as required by this subsection. Such rules shall—\n(A) permit any holder of a security that is the subject of the proposed limited partnership rollup transaction to engage in preliminary communications for the purpose of determining whether to solicit proxies, consents, or authorizations in opposition to the proposed limited partnership rollup transaction, without regard to whether any such communication would otherwise be considered a solicitation of proxies, and without being required to file soliciting material with the Commission prior to making that determination, except that—\n(i)\nnothing in this subparagraph shall be construed to limit the application of any provision of this chapter prohibiting, or reasonably designed to prevent, fraudulent, deceptive, or manipulative acts or practices under this chapter; and\n\n(ii)\nany holder of not less than 5 percent of the outstanding securities that are the subject of the proposed limited partnership rollup transaction who engages in the business of buying and selling limited partnership interests in the secondary market shall be required to disclose such ownership interests and any potential conflicts of interests in such preliminary communications;\n\n(B)\nrequire the issuer to provide to holders of the securities that are the subject of the limited partnership rollup transaction such list of the holders of the issuer’s securities as the Commission may determine in such form and subject to such terms and conditions as the Commission may specify;\n\n(C) prohibit compensating any person soliciting proxies, consents, or authorizations directly from security holders concerning such a limited partnership rollup transaction—\n(i)\non the basis of whether the solicited proxy, consent, or authorization either approves or disapproves the proposed limited partnership rollup transaction; or\n\n(ii)\ncontingent on the approval, disapproval, or completion of the limited partnership rollup transaction;\n\n(D) set forth disclosure requirements for soliciting material distributed in connection with a limited partnership rollup transaction, including requirements for clear, concise, and comprehensible disclosure with respect to—\n(i)\nany changes in the business plan, voting rights, form of ownership interest, or the compensation of the general partner in the proposed limited partnership rollup transaction from each of the original limited partnerships;\n\n(ii)\nthe conflicts of interest, if any, of the general partner;\n\n(iii)\nwhether it is expected that there will be a significant difference between the exchange values of the limited partnerships and the trading price of the securities to be issued in the limited partnership rollup transaction;\n\n(iv)\nthe valuation of the limited partnerships and the method used to determine the value of the interests of the limited partners to be exchanged for the securities in the limited partnership rollup transaction;\n\n(v)\nthe differing risks and effects of the limited partnership rollup transaction for investors in different limited partnerships proposed to be included, and the risks and effects of completing the limited partnership rollup transaction with less than all limited partnerships;\n\n(vi)\nthe statement by the general partner required under subparagraph (E);\n\n(vii)\nsuch other matters deemed necessary or appropriate by the Commission;\n\n(E)\nrequire a statement by the general partner as to whether the proposed limited partnership rollup transaction is fair or unfair to investors in each limited partnership, a discussion of the basis for that conclusion, and an evaluation and a description by the general partner of alternatives to the limited partnership rollup transaction, such as liquidation;\n\n(F) provide that, if the general partner or sponsor has obtained any opinion (other than an opinion of counsel), appraisal, or report that is prepared by an outside party and that is materially related to the limited partnership rollup transaction, such soliciting materials shall contain or be accompanied by clear, concise, and comprehensible disclosure with respect to—\n(i)\nthe analysis of the transaction, scope of review, preparation of the opinion, and basis for and methods of arriving at conclusions, and any representations and undertakings with respect thereto;\n\n(ii)\nthe identity and qualifications of the person who prepared the opinion, the method of selection of such person, and any material past, existing, or contemplated relationships between the person or any of its affiliates and the general partner, sponsor, successor, or any other affiliate;\n\n(iii)\nany compensation of the preparer of such opinion, appraisal, or report that is contingent on the transaction’s approval or completion; and\n\n(iv)\nany limitations imposed by the issuer on the access afforded to such preparer to the issuer’s personnel, premises, and relevant books and records;\n\n(G)\nprovide that, if the general partner or sponsor has obtained any opinion, appraisal, or report as described in subparagraph (F) from any person whose compensation is contingent on the transaction’s approval or completion or who has not been given access by the issuer to its personnel and premises and relevant books and records, the general partner or sponsor shall state the reasons therefor;\n\n(H)\nprovide that, if the general partner or sponsor has not obtained any opinion on the fairness of the proposed limited partnership rollup transaction to investors in each of the affected partnerships, such soliciting materials shall contain or be accompanied by a statement of such partner’s or sponsor’s reasons for concluding that such an opinion is not necessary in order to permit the limited partners to make an informed decision on the proposed transaction;\n\n(I)\nrequire that the soliciting material include a clear, concise, and comprehensible summary of the limited partnership rollup transaction (including a summary of the matters referred to in clauses (i) through (vii) of subparagraph (D) and a summary of the matter referred to in subparagraphs (F), (G), and (H)), with the risks of the limited partnership rollup transaction set forth prominently in the fore part thereof;\n\n(J)\nprovide that any solicitation or offering period with respect to any proxy solicitation, tender offer, or information statement in a limited partnership rollup transaction shall be for not less than the lesser of 60 calendar days or the maximum number of days permitted under applicable State law; and\n\n(K)\ncontain such other provisions as the Commission determines to be necessary or appropriate for the protection of investors in limited partnership rollup transactions.\n\n(2) Exemptions\n\nThe Commission may, consistent with the public interest, the protection of investors, and the purposes of this chapter, exempt by rule or order any security or class of securities, any transaction or class of transactions, or any person or class of persons, in whole or in part, conditionally or unconditionally, from the requirements imposed pursuant to paragraph (1) or from the definition contained in paragraph (4).\n\n(3) Effect on Commission authority\n\nNothing in this subsection limits the authority of the Commission under subsection (a) or (d) or any other provision of this chapter or precludes the Commission from imposing, under subsection (a) or (d) or any other provision of this chapter, a remedy or procedure required to be imposed under this subsection.\n\n(4) “Limited partnership rollup transaction” defined Except as provided in paragraph (5), as used in this subsection, the term “limited partnership rollup transaction” means a transaction involving the combination or reorganization of one or more limited partnerships, directly or indirectly, in which—\n(A)\nsome or all of the investors in any of such limited partnerships will receive new securities, or securities in another entity, that will be reported under a transaction reporting plan declared effective before December 17, 1993, by the Commission under section 78k–1 of this title;\n\n(B)\nany of the investors’ limited partnership securities are not, as of the date of filing, reported under a transaction reporting plan declared effective before December 17, 1993, by the Commission under section 78k–1 of this title;\n\n(C)\ninvestors in any of the limited partnerships involved in the transaction are subject to a significant adverse change with respect to voting rights, the term of existence of the entity, management compensation, or investment objectives; and\n\n(D)\nany of such investors are not provided an option to receive or retain a security under substantially the same terms and conditions as the original issue.\n\n(5) Exclusions from definition Notwithstanding paragraph (4), the term “limited partnership rollup transaction” does not include—\n(A)\na transaction that involves only a limited partnership or partnerships having an operating policy or practice of retaining cash available for distribution and reinvesting proceeds from the sale, financing, or refinancing of assets in accordance with such criteria as the Commission determines appropriate;\n\n(B)\na transaction involving only limited partnerships wherein the interests of the limited partners are repurchased, recalled, or exchanged in accordance with the terms of the preexisting limited partnership agreements for securities in an operating company specifically identified at the time of the formation of the original limited partnership;\n\n(C)\na transaction in which the securities to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.];\n\n(D)\na transaction that involves only issuers that are not required to register or report under section 78l of this title, both before and after the transaction;\n\n(E) a transaction, except as the Commission may otherwise provide by rule for the protection of investors, involving the combination or reorganization of one or more limited partnerships in which a non-affiliated party succeeds to the interests of a general partner or sponsor, if—\n(i)\nsuch action is approved by not less than 66⅔ percent of the outstanding units of each of the participating limited partnerships; and\n\n(ii)\nas a result of the transaction, the existing general partners will receive only compensation to which they are entitled as expressly provided for in the preexisting limited partnership agreements; or\n\n(F) a transaction, except as the Commission may otherwise provide by rule for the protection of investors, in which the securities offered to investors are securities of another entity that are reported under a transaction reporting plan declared effective before December 17, 1993, by the Commission under section 78k–1 of this title, if—\n(i)\nsuch other entity was formed, and such class of securities was reported and regularly traded, not less than 12 months before the date on which soliciting material is mailed to investors; and\n\n(ii)\nthe securities of that entity issued to investors in the transaction do not exceed 20 percent of the total outstanding securities of the entity, exclusive of any securities of such class held by or for the account of the entity or a subsidiary of the entity.\n\n(i) Disclosure of pay versus performance\n\nThe Commission shall, by rule, require each issuer to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer a clear description of any compensation required to be disclosed by the issuer under section 229.402 of title 17, Code of Federal Regulations (or any successor thereto), including, for any issuer other than an emerging growth company, information that shows the relationship between executive compensation actually paid and the financial performance of the issuer, taking into account any change in the value of the shares of stock and dividends of the issuer and any distributions. The disclosure under this subsection may include a graphic representation of the information required to be disclosed.\n\n(j) Disclosure of hedging by employees and directors The Commission shall, by rule, require each issuer to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer whether any employee or member of the board of directors of the issuer, or any designee of such employee or member, is permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities—\n(1)\ngranted to the employee or member of the board of directors by the issuer as part of the compensation of the employee or member of the board of directors; or\n\n(2)\nheld, directly or indirectly, by the employee or member of the board of directors.\n\n(k) Data standards for proxy and consent solicitation materials\n(1) Requirement\n\nThe Commission shall, by rule, adopt data standards for all information contained in any proxy or consent solicitation material prepared by an issuer for an annual meeting of the shareholders of the issuer, except that the Commission may exempt exhibits, signatures, and certifications from those data standards.\n\n(2) Consistency\n\nThe data standards required under paragraph (1) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/78n" + }, + { + "key": "exchange-act:16", + "heading": "Exchange Act § 16 — Directors, officers, and principal stockholders (15 U.S.C. § 78p)", + "text": "(a) Disclosures required\n(1) Directors, officers, and principal stockholders required to file\n\nEvery person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to section 78l of this title, or who is a director or an officer of the issuer of such security (including, solely for the purposes of this subsection, every person who is a director or an officer of a foreign private issuer, as that term is defined in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation), shall file the statements required by this subsection with the Commission.\n\n(2) Time of filing The statements required by this subsection shall be filed—\n(A)\nat the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title;\n\n(B)\nwithin 10 days after he or she becomes such beneficial owner, director, or officer, or within such shorter time as the Commission may establish by rule;\n\n(C)\nif there has been a change in such ownership, or if such person shall have purchased or sold a security-based swap agreement involving such equity security, before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the Commission shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible; or\n\n(D)\nwith respect to a foreign private issuer, the securities of which are, as of December 18, 2025, registered pursuant to subsection (b) or (g) of section 78l of this title, on the date that is 90 days after December 18, 2025.\n\n(3) Contents of statements A statement filed—\n(A)\nunder subparagraph (A) or (B) of paragraph (2) shall contain a statement of the amount of all equity securities of such issuer of which the filing person is the beneficial owner; and\n\n(B)\nunder subparagraph (C) of such paragraph shall indicate ownership by the filing person at the date of filing, any such changes in such ownership, and such purchases and sales of the security-based swap agreements or security-based swaps as have occurred since the most recent such filing under such subparagraph.\n\n(4) Electronic filing and availability Beginning not later than 1 year after July 30, 2002—\n(A)\na statement filed under subparagraph (C) of paragraph (2) shall be filed electronically and in English;\n\n(B)\nthe Commission shall provide each such statement on a publicly accessible Internet site not later than the end of the business day following that filing; and\n\n(C)\nthe issuer (if the issuer maintains a corporate website) shall provide that statement on that corporate website, not later than the end of the business day following that filing.\n\n(5) Authority to exempt\n\nThe Commission by rule, regulation, or order, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from the requirements of this section if the Commission determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security, or transaction.\n\n(b) Profits from purchase and sale of security within six months\n\nFor the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such issuer (other than an exempted security) or a security-based swap agreement involving any such equity security within any period of less than six months, unless such security or security-based swap agreement was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security or security-based swap agreement purchased or of not repurchasing the security or security-based swap agreement sold for a period exceeding six months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security or security-based swap agreement or a security-based swap involved, or any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection.\n\n(c) Conditions for sale of security by beneficial owner, director, or officer\n\nIt shall be unlawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such issuer (other than an exempted security), if the person selling the security or his principal (1) does not own the security sold, or (2) if owning the security, does not deliver it against such sale within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this subsection if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconven­ience or expense.\n\n(d) Securities held in investment account, transactions in ordinary course of business, and establishment of primary or secondary market\n\nThe provisions of subsection (b) of this section shall not apply to any purchase and sale, or sale and purchase, and the provisions of subsection (c) of this section shall not apply to any sale, of an equity security not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on a national securities exchange or an exchange exempted from registration under section 78e of this title) for such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.\n\n(e) Application of section to foreign or domestic arbitrage transactions\n\nThe provisions of this section shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the Commission may adopt in order to carry out the purposes of this section.\n\n(f) Treatment of transactions in security futures products\n\nThe provisions of this section shall apply to ownership of and transactions in security futures products.\n\n(g) Limitation on Commission authority\n\nThe authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/78p" + } + ] +} diff --git a/demo/authority_seeds/ica.json b/demo/authority_seeds/ica.json new file mode 100644 index 000000000..cc2b0b91f --- /dev/null +++ b/demo/authority_seeds/ica.json @@ -0,0 +1,15 @@ +{ + "corpus_title": "Investment Company Act of 1940", + "authority": "ica", + "aliases": [ + "Investment Company Act" + ], + "sections": [ + { + "key": "ica:3", + "heading": "ICA § 3 — Definition of investment company (15 U.S.C. § 80a-3)", + "text": "(a) Definitions\n\n(1)\nWhen used in this subchapter, “investment company” means any issuer which—\n\n(A)\n\nis or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;\n\n(B)\n\nis engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or\n\n(C)\n\nis engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.\n\n(2)\n\nAs used in this section, “investment securities” includes all securities except (A) Government securities, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries of the owner which (i) are not investment companies, and (ii) are not relying on the exception from the definition of investment company in paragraph (1) or (7) of subsection (c).\n\n(b) Exemption from provisions\nNotwithstanding paragraph (1)(C) of subsection (a), none of the following persons is an investment company within the meaning of this subchapter:\n\n(1)\n\nAny issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities.\n\n(2)\n\nAny issuer which the Commission, upon application by such issuer, finds and by order declares to be primarily engaged in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities either directly or (A) through majority-owned subsidiaries or (B) through controlled companies conducting similar types of businesses. The filing of an application under this paragraph in good faith by an issuer other than a registered investment company shall exempt the applicant for a period of sixty days from all provisions of this subchapter applicable to investment companies as such. For cause shown, the Commission by order may extend such period of exemption for an additional period or periods. Whenever the Commission, upon its own motion or upon application, finds that the circumstances which gave rise to the issuance of an order granting an application under this paragraph no longer exist, the Commission shall by order revoke such order.\n\n(3)\n\nAny issuer all the outstanding securities of which (other than short-term paper and directors’ qualifying shares) are directly or indirectly owned by a company excepted from the definition of investment company by paragraph (1) or (2) of this subsection.\n\n(c) Further exemptions\nNotwithstanding subsection (a), none of the following persons is an investment company within the meaning of this subchapter:\n\n(1)\nAny issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons) and which is not making and does not presently propose to make a public offering of its securities. Such issuer shall be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i) of section 80a–12(d)(1) of this title governing the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company to any such issuer. For purposes of this paragraph:\n\n(A)\n\nBeneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer, and is or, but for the exception provided for in this paragraph or paragraph (7), would be an investment company, the beneficial ownership shall be deemed to be that of the holders of such company’s outstanding securities (other than short-term paper).\n\n(B)\n\nBeneficial ownership by any person who acquires securities or interests in securities of an issuer described in the first sentence of this paragraph shall be deemed to be beneficial ownership by the person from whom such transfer was made, pursuant to such rules and regulations as the Commission shall prescribe as necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this subchapter, where the transfer was caused by legal separation, divorce, death, or other involuntary event.\n\n(C)\n\n(i)\n\nThe term “qualifying venture capital fund” means a venture capital fund that has not more than $10,000,000 in aggregate capital contributions and uncalled committed capital, with such dollar amount to be indexed for inflation once every 5 years by the Commission, beginning from a measurement made by the Commission on a date selected by the Commission, rounded to the nearest $1,000,000.\n\n(ii)\n\nThe term “venture capital fund” has the meaning given the term in section 275.203(l)–1 of title 17, Code of Federal Regulations, or any successor regulation.\n\n(2)\n\n(A)\n\nAny person primarily engaged in the business of underwriting and distributing securities issued by other persons, selling securities to customers, acting as broker, and acting as market intermediary, or any one or more of such activities, whose gross income normally is derived principally from such business and related activities.\n\n(B)\nFor purposes of this paragraph—\n\n(i)\n\nthe term “market intermediary” means any person that regularly holds itself out as being willing contemporaneously to engage in, and that is regularly engaged in, the business of entering into transactions on both sides of the market for a financial contract or one or more such financial contracts; and\n\n(ii)\nthe term “financial contract” means any arrangement that—\n\n(I)\n\ntakes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets;\n\n(II)\n\nis in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and\n\n(III)\n\nis entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counter party to such arrangement.\n\n(3)\nAny bank or insurance company; any savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution, or any receiver, conservator, liquidator, liquidating agent, or similar official or person thereof or therefor; or any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of moneys contributed thereto by the bank in its capacity as a trustee, executor, administrator, or guardian, if—\n\n(A)\n\nsuch fund is employed by the bank solely as an aid to the administration of trusts, estates, or other accounts created and maintained for a fiduciary purpose;\n\n(B)\nexcept in connection with the ordinary advertising of the bank’s fiduciary services, interests in such fund are not—\n\n(i)\n\nadvertised; or\n\n(ii)\n\noffered for sale to the general public; and\n\n(C)\n\nfees and expenses charged by such fund are not in contravention of fiduciary principles established under applicable Federal or State law.\n\n(4)\n\nAny person substantially all of whose business is confined to making small loans, industrial banking, or similar businesses.\n\n(5)\n\nAny person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses: (A) Purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services; (B) making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services; and (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.\n\n(6)\n\nAny company primarily engaged, directly or through majority-owned subsidiaries, in one or more of the businesses described in paragraphs (3), (4), and (5) of this subsection, or in one or more of such businesses (from which not less than 25 per centum of such company’s gross income during its last fiscal year was derived) together with an additional business or businesses other than investing, reinvesting, owning, holding, or trading in securities.\n\n(7)\n\n(A)\n\nAny issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities. Securities that are owned by persons who received the securities from a qualified purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death, or other involuntary event, shall be deemed to be owned by a qualified purchaser, subject to such rules, regulations, and orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(B)\nNotwithstanding subparagraph (A), an issuer is within the exception provided by this paragraph if—\n\n(i)\nin addition to qualified purchasers, outstanding securities of that issuer are beneficially owned by not more than 100 persons who are not qualified purchasers, if—\n\n(I)\n\nsuch persons acquired any portion of the securities of such issuer on or before September 1, 1996; and\n\n(II)\n\nat the time at which such persons initially acquired the securities of such issuer, the issuer was excepted by paragraph (1); and\n\n(ii)\nprior to availing itself of the exception provided by this paragraph—\n\n(I)\n\nsuch issuer has disclosed to each beneficial owner, as determined under paragraph (1), that future investors will be limited to qualified purchasers, and that ownership in such issuer is no longer limited to not more than 100 persons; and\n\n(II)\n\nconcurrently with or after such disclosure, such issuer has provided each beneficial owner, as determined under paragraph (1), with a reasonable opportunity to redeem any part or all of their interests in the issuer, notwithstanding any agreement to the contrary between the issuer and such persons, for that person’s proportionate share of the issuer’s net assets.\n\n(C)\n\nEach person that elects to redeem under subparagraph (B)(ii)(II) shall receive an amount in cash equal to that person’s proportionate share of the issuer’s net assets, unless the issuer elects to provide such person with the option of receiving, and such person agrees to receive, all or a portion of such person’s share in assets of the issuer. If the issuer elects to provide such persons with such an opportunity, disclosure concerning such opportunity shall be made in the disclosure required by subparagraph (B)(ii)(I).\n\n(D)\n\nAn issuer that is excepted under this paragraph shall nonetheless be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i) of section 80a–12(d)(1) of this title relating to the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company to any such issuer.\n\n(E)\n\nFor purposes of determining compliance with this paragraph and paragraph (1), an issuer that is otherwise excepted under this paragraph and an issuer that is otherwise excepted under paragraph (1) shall not be treated by the Commission as being a single issuer for purposes of determining whether the outstanding securities of the issuer excepted under paragraph (1) are beneficially owned by not more than 100 persons or whether the outstanding securities of the issuer excepted under this paragraph are owned by persons that are not qualified purchasers. Nothing in this subparagraph shall be construed to establish that a person is a bona fide qualified purchaser for purposes of this paragraph or a bona fide beneficial owner for purposes of paragraph (1).\n\n(8)\n\n[Repealed] Pub. L. 111–203, title IX, § 986(c)(2), July 21, 2010, 124 Stat. 1936.\n\n(9)\n\nAny person substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests.\n\n(10)\n\n(A)\nAny company organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes—\n\n(i)\n\nno part of the net earnings of which inures to the benefit of any private shareholder or individual; or\n\n(ii)\n\nwhich is or maintains a fund described in subparagraph (B).\n\n(B)\nFor the purposes of subparagraph (A)(ii), a fund is described in this subparagraph if such fund is a pooled income fund, collective trust fund, collective investment fund, or similar fund maintained by a charitable organization exclusively for the collective investment and reinvestment of one or more of the following:\n\n(i)\n\nassets of the general endowment fund or other funds of one or more charitable organizations;\n\n(ii)\n\nassets of a pooled income fund;\n\n(iii)\n\nassets contributed to a charitable organization in exchange for the issuance of charitable gift annuities;\n\n(iv)\n\nassets of a charitable remainder trust or of any other trust, the remainder interests of which are irrevocably dedicated to any charitable organization;\n\n(v)\n\nassets of a charitable lead trust;\n\n(vi)\nassets of a trust, the remainder interests of which are revocably dedicated to or for the benefit of 1 or more charitable organizations, if the ability to revoke the dedication is limited to circumstances involving—\n\n(I)\n\nan adverse change in the financial circumstances of a settlor or an income beneficiary of the trust;\n\n(II)\n\na change in the identity of the charitable organization or organizations having the remainder interest, provided that the new beneficiary is also a charitable organization; or\n\n(III)\n\nboth the changes described in subclauses (I) and (II);\n\n(vii)\n\nassets of a trust not described in clauses (i) through (v), the remainder interests of which are revocably dedicated to a charitable organization, subject to subparagraph (C); or\n\n(viii)\n\nsuch assets as the Commission may prescribe by rule, regulation, or order in accordance with section 80a–6(c) of this title.\n\n(C)\nA fund that contains assets described in clause (vii) of subparagraph (B) shall be excluded from the definition of an investment company for a period of 3 years after December 8, 1995, but only if—\n\n(i)\n\nsuch assets were contributed before the date which is 60 days after December 8, 1995; and\n\n(ii)\n\nsuch assets are commingled in the fund with assets described in one or more of clauses (i) through (vi) and (viii) of subparagraph (B).\n\n(D)\nFor purposes of this paragraph—\n\n(i)\n\na trust or fund is “maintained” by a charitable organization if the organization serves as a trustee or administrator of the trust or fund or has the power to remove the trustees or administrators of the trust or fund and to designate new trustees or administrators;\n\n(ii)\n\nthe term “pooled income fund” has the same meaning as in section 642(c)(5) of title 26;\n\n(iii)\n\nthe term “charitable organization” means an organization described in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26;\n\n(iv)\n\nthe term “charitable lead trust” means a trust described in section 170(f)(2)(B), 2055(e)(2)(B), or 2522(c)(2)(B) of title 26;\n\n(v)\n\nthe term “charitable remainder trust” means a charitable remainder annuity trust or a charitable remainder unitrust, as those terms are defined in section 664(d) of title 26; and\n\n(vi)\n\nthe term “charitable gift annuity” means an annuity issued by a charitable organization that is described in section 501(m)(5) of title 26.\n\n(11)\n\nAny employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of title 26; or any governmental plan described in section 77c(a)(2)(C) of this title; or any collective trust fund maintained by a bank consisting solely of assets of one or more of such trusts, government plans, or church plans, companies or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or any separate account the assets of which are derived solely from (A) contributions under pension or profit-sharing plans which meet the requirements of section 401 of title 26 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of title 26, (B) contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 77e of this title by section 77c(a)(2)(C) of this title, and (C) advances made by an insurance company in connection with the operation of such separate account.\n\n(12)\n\nAny voting trust the assets of which consist exclusively of securities of a single issuer which is not an investment company.\n\n(13)\n\nAny security holders’ protective committee or similar issuer having outstanding and issuing no securities other than certificates of deposit and short-term paper.\n\n(14)\nAny church plan described in section 414(e) of title 26, if, under any such plan, no part of the assets may be used for, or diverted to, purposes other than the exclusive benefit of plan participants or beneficiaries, or any company or account that is—\n\n(A)\n\nestablished by a person that is eligible to establish and maintain such a plan under section 414(e) of title 26; and\n\n(B)\nsubstantially all of the activities of which consist of—\n\n(i)\n\nmanaging or holding assets contributed to such church plans or other assets which are permitted to be commingled with the assets of church plans under title 26; or\n\n(ii)\n\nadministering or providing benefits pursuant to church plans.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/80a-3" + } + ] +} diff --git a/demo/authority_seeds/irc.json b/demo/authority_seeds/irc.json new file mode 100644 index 000000000..4d54aad7d --- /dev/null +++ b/demo/authority_seeds/irc.json @@ -0,0 +1,39 @@ +{ + "corpus_title": "Internal Revenue Code", + "authority": "irc", + "aliases": [ + "Internal Revenue Code" + ], + "sections": [ + { + "key": "irc:451", + "heading": "IRC § 451 — General rule for taxable year of inclusion (26 U.S.C. § 451)", + "text": "(a) General rule The amount of any item of gross income shall be included in the gross income for the taxable year in which received by the taxpayer, unless, under the method of accounting used in computing taxable income, such amount is to be properly accounted for as of a different period.\n\n(b) Inclusion not later than for financial accounting purposes\n\n(1) Income taken into account in financial statement\n\n(A) In general In the case of a taxpayer the taxable income of which is computed under an accrual method of accounting, the all events test with respect to any item of gross income (or portion thereof) shall not be treated as met any later than when such item (or portion thereof) is taken into account as revenue in—\n\n(i) an applicable financial statement of the taxpayer, or\n\n(ii) such other financial statement as the Secretary may specify for purposes of this subsection.\n\n(B) Exception This paragraph shall not apply to—\n\n(i) a taxpayer which does not have a financial statement described in clause (i) or (ii) of subparagraph (A) for a taxable year, or\n\n(ii) any item of gross income in connection with a mortgage servicing contract.\n\n(C) All events test For purposes of this section, the all events test is met with respect to any item of gross income if all the events have occurred which fix the right to receive such income and the amount of such income can be determined with reasonable accuracy.\n\n(2) Coordination with special methods of accounting Paragraph (1) shall not apply with respect to any item of gross income for which the taxpayer uses a special method of accounting provided under any other provision of this chapter, other than any provision of part V of subchapter P (except as provided in clause (ii) of paragraph (1)(B)).\n\n(3) Applicable financial statement For purposes of this subsection, the term “applicable financial statement” means—\n\n(A) a financial statement which is certified as being prepared in accordance with generally accepted accounting principles and which is—\n\n(i) a 10–K (or successor form), or annual statement to shareholders, required to be filed by the taxpayer with the United States Securities and Exchange Commission,\n\n(ii) an audited financial statement of the taxpayer which is used for—\n\n(I) credit purposes,\n\n(II) reporting to shareholders, partners, or other proprietors, or to beneficiaries, or\n\n(III) any other substantial nontax purpose,\n\nbut only if there is no statement of the taxpayer described in clause (i), or\n\n(iii) filed by the taxpayer with any other Federal agency for purposes other than Federal tax purposes, but only if there is no statement of the taxpayer described in clause (i) or (ii),\n\n(B) a financial statement which is made on the basis of international financial reporting standards and is filed by the taxpayer with an agency of a foreign government which is equivalent to the United States Securities and Exchange Commission and which has reporting standards not less stringent than the standards required by such Commission, but only if there is no statement of the taxpayer described in subparagraph (A), or\n\n(C) a financial statement filed by the taxpayer with any other regulatory or governmental body specified by the Secretary, but only if there is no statement of the taxpayer described in subparagraph (A) or (B).\n\n(4) Allocation of transaction price For purposes of this subsection, in the case of a contract which contains multiple performance obligations, the allocation of the transaction price to each performance obligation shall be equal to the amount allocated to each performance obligation for purposes of including such item in revenue in the applicable financial statement of the taxpayer.\n\n(5) Group of entities For purposes of paragraph (1), if the financial results of a taxpayer are reported on the applicable financial statement (as defined in paragraph (3)) for a group of entities, such statement shall be treated as the applicable financial statement of the taxpayer.\n\n(c) Treatment of advance payments\n\n(1) In general A taxpayer which computes taxable income under the accrual method of accounting, and receives any advance payment during the taxable year, shall—\n\n(A) except as provided in subparagraph (B), include such advance payment in gross income for such taxable year, or\n\n(B) if the taxpayer elects the application of this subparagraph with respect to the category of advance payments to which such advance payment belongs, the taxpayer shall—\n\n(i) to the extent that any portion of such advance payment is required under subsection (b) to be included in gross income in the taxable year in which such payment is received, so include such portion, and\n\n(ii) include the remaining portion of such advance payment in gross income in the taxable year following the taxable year in which such payment is received.\n\n(2) Election\n\n(A) In general Except as otherwise provided in this paragraph, the election under paragraph (1)(B) shall be made at such time, in such form and manner, and with respect to such categories of advance payments, as the Secretary may provide.\n\n(B) Period to which election applies An election under paragraph (1)(B) shall be effective for the taxable year with respect to which it is first made and for all subsequent taxable years, unless the taxpayer secures the consent of the Secretary to revoke such election. For purposes of this title, the computation of taxable income under an election made under paragraph (1)(B) shall be treated as a method of accounting.\n\n(3) Taxpayers ceasing to exist Except as otherwise provided by the Secretary, the election under paragraph (1)(B) shall not apply with respect to advance payments received by the taxpayer during a taxable year if such taxpayer ceases to exist during (or with the close of) such taxable year.\n\n(4) Advance payment For purposes of this subsection—\n\n(A) In general The term “advance payment” means any payment—\n\n(i) the full inclusion of which in the gross income of the taxpayer for the taxable year of receipt is a permissible method of accounting under this section (determined without regard to this subsection),\n\n(ii) any portion of which is included in revenue by the taxpayer in a financial statement described in clause (i) or (ii) of subsection (b)(1)(A) for a subsequent taxable year, and\n\n(iii) which is for goods, services, or such other items as may be identified by the Secretary for purposes of this clause.\n\n(B) Exclusions Except as otherwise provided by the Secretary, such term shall not include—\n\n(i) rent,\n\n(ii) insurance premiums governed by subchapter L,\n\n(iii) payments with respect to financial instruments,\n\n(iv) payments with respect to warranty or guarantee contracts under which a third party is the primary obligor,\n\n(v) payments subject to section 871(a), 881, 1441, or 1442,\n\n(vi) payments in property to which section 83 applies, and\n\n(vii) any other payment identified by the Secretary for purposes of this subparagraph.\n\n(C) Receipt For purposes of this subsection, an item of gross income is received by the taxpayer if it is actually or constructively received, or if it is due and payable to the taxpayer.\n\n(D) Allocation of transaction price For purposes of this subsection, rules similar to subsection (b)(4) shall apply.\n\n(d) Special rule in case of death In the case of the death of a taxpayer whose taxable income is computed under an accrual method of accounting, any amount accrued only by reason of the death of the taxpayer shall not be included in computing taxable income for the period in which falls the date of the taxpayer’s death.\n\n(e) Special rule for employee tips For purposes of subsection (a), tips included in a written statement furnished an employer by an employee pursuant to section 6053(a) shall be deemed to be received at the time the written statement including such tips is furnished to the employer.\n\n(f) Special rule for crop insurance proceeds or disaster payments In the case of insurance proceeds received as a result of destruction or damage to crops, a taxpayer reporting on the cash receipts and disbursements method of accounting may elect to include such proceeds in income for the taxable year following the taxable year of destruction or damage, if he establishes that, under his practice, income from such crops would have been reported in a following taxable year. For purposes of the preceding sentence, payments received under the Agricultural Act of 1949, as amended, or title II of the Disaster Assistance Act of 1988, as a result of (1) destruction or damage to crops caused by drought, flood, or any other natural disaster, or (2) the inability to plant crops because of such a natural disaster shall be treated as insurance proceeds received as a result of destruction or damage to crops. An election under this subsection for any taxable year shall be made at such time and in such manner as the Secretary prescribes.\n\n(g) Special rule for proceeds from livestock sold on account of drought, flood, or other weather-related conditions\n\n(1) In general In the case of income derived from the sale or exchange of livestock in excess of the number the taxpayer would sell if he followed his usual business practices, a taxpayer reporting on the cash receipts and disbursements method of accounting may elect to include such income for the taxable year following the taxable year in which such sale or exchange occurs if he establishes that, under his usual business practices, the sale or exchange would not have occurred in the taxable year in which it occurred if it were not for drought, flood, or other weather-related conditions, and that such conditions had resulted in the area being designated as eligible for assistance by the Federal Government.\n\n(2) Limitation Paragraph (1) shall apply only to a taxpayer whose principal trade or business is farming (within the meaning of section 6420(c)(3)).\n\n(3) Special election rules If section 1033(e)(2) applies to a sale or exchange of livestock described in paragraph (1), the election under paragraph (1) shall be deemed valid if made during the replacement period described in such section.\n\n(h) Special rule for utility services\n\n(1) In general In the case of a taxpayer the taxable income of which is computed under an accrual method of accounting, any income attributable to the sale or furnishing of utility services to customers shall be included in gross income not later than the taxable year in which such services are provided to such customers.\n\n(2) Definition and special rule For purposes of this subsection—\n\n(A) Utility services The term “utility services” includes—\n\n(i) the providing of electrical energy, water, or sewage disposal,\n\n(ii) the furnishing of gas or steam through a local distribution system,\n\n(iii) telephone or other communication services, and\n\n(iv) the transporting of gas or steam by pipeline.\n\n(B) Year in which services provided The taxable year in which services are treated as provided to customers shall not, in any manner, be determined by reference to—\n\n(i) the period in which the customers’ meters are read, or\n\n(ii) the period in which the taxpayer bills (or may bill) the customers for such service.\n\n(i) Treatment of interest on frozen deposits in certain financial institutions\n\n(1) In general In the case of interest credited during any calendar year on a frozen deposit in a qualified financial institution, the amount of such interest includible in the gross income of a qualified individual shall not exceed the sum of—\n\n(A) the net amount withdrawn by such individual from such deposit during such calendar year, and\n\n(B) the amount of such deposit which is withdrawable as of the close of the taxable year (determined without regard to any penalty for premature withdrawals of a time deposit).\n\n(2) Interest tested each year Any interest not included in gross income by reason of paragraph (1) shall be treated as credited in the next calendar year.\n\n(3) Deferral of interest deduction No deduction shall be allowed to any qualified financial institution for interest not includible in gross income under paragraph (1) until such interest is includible in gross income.\n\n(4) Frozen deposit For purposes of this subsection, the term “frozen deposit” means any deposit if, as of the close of the calendar year, any portion of such deposit may not be withdrawn because of—\n\n(A) the bankruptcy or insolvency of the qualified financial institution (or threat thereof), or\n\n(B) any requirement imposed by the State in which such institution is located by reason of the bankruptcy or insolvency (or threat thereof) of 1 or more financial institutions in the State.\n\n(5) Other definitions For purposes of this subsection, the terms “qualified individual”, “qualified financial institution”, and “deposit” have the same respective meanings as when used in section 165(l).\n\n(j) Special rule for cash options for receipt of qualified prizes\n\n(1) In general For purposes of this title, in the case of an individual on the cash receipts and disbursements method of accounting, a qualified prize option shall be disregarded in determining the taxable year for which any portion of the qualified prize is properly includible in gross income of the taxpayer.\n\n(2) Qualified prize option; qualified prize For purposes of this subsection—\n\n(A) In general The term “qualified prize option” means an option which—\n\n(i) entitles an individual to receive a single cash payment in lieu of receiving a qualified prize (or remaining portion thereof), and\n\n(ii) is exercisable not later than 60 days after such individual becomes entitled to the qualified prize.\n\n(B) Qualified prize The term “qualified prize” means any prize or award which—\n\n(i) is awarded as a part of a contest, lottery, jackpot, game, or other similar arrangement,\n\n(ii) does not relate to any past services performed by the recipient and does not require the recipient to perform any substantial future service, and\n\n(iii) is payable over a period of at least 10 years.\n\n(3) Partnership, etc. The Secretary shall provide for the application of this subsection in the case of a partnership or other pass-through entity consisting entirely of individuals described in paragraph (1).\n\n(k) Special rule for sales or dispositions to implement Federal Energy Regulatory Commission or State electric restructuring policy\n\n(1) In general In the case of any qualifying electric transmission transaction for which the taxpayer elects the application of this section, qualified gain from such transaction shall be recognized—\n\n(A) in the taxable year which includes the date of such transaction to the extent the amount realized from such transaction exceeds—\n\n(i) the cost of exempt utility property which is purchased by the taxpayer during the 4-year period beginning on such date, reduced (but not below zero) by\n\n(ii) any portion of such cost previously taken into account under this subsection, and\n\n(B) ratably over the 8-taxable year period beginning with the taxable year which includes the date of such transaction, in the case of any such gain not recognized under subparagraph (A).\n\n(2) Qualified gain For purposes of this subsection, the term “qualified gain” means, with respect to any qualifying electric transmission transaction in any taxable year—\n\n(A) any ordinary income derived from such transaction which would be required to be recognized under section 1245 or 1250 for such taxable year (determined without regard to this subsection), and\n\n(B) any income derived from such transaction in excess of the amount described in subparagraph (A) which is required to be included in gross income for such taxable year (determined without regard to this subsection).\n\n(3) Qualifying electric transmission transaction For purposes of this subsection, the term “qualifying electric transmission transaction” means any sale or other disposition before January 1, 2008 (before January 1, 2021, in the case of a qualified electric utility), of—\n\n(A) property used in the trade or business of providing electric transmission services, or\n\n(B) any stock or partnership interest in a corporation or partnership, as the case may be, whose principal trade or business consists of providing electric transmission services,\n\nbut only if such sale or disposition is to an independent transmission company.\n\n(4) Independent transmission company For purposes of this subsection, the term “independent transmission company” means—\n\n(A) an independent transmission provider approved by the Federal Energy Regulatory Commission,\n\n(B) a person—\n\n(i) who the Federal Energy Regulatory Commission determines in its authorization of the transaction under section 203 of the Federal Power Act (16 U.S.C. 824b) or by declaratory order is not a market participant within the meaning of such Commission’s rules applicable to independent transmission providers, and\n\n(ii) whose transmission facilities to which the election under this subsection applies are under the operational control of a Federal Energy Regulatory Commission-approved independent transmission provider before the close of the period specified in such authorization, but not later than the date which is 4 years after the close of the taxable year in which the transaction occurs, or\n\n(C) in the case of facilities subject to the jurisdiction of the Public Utility Commission of Texas—\n\n(i) a person which is approved by that Commission as consistent with Texas State law regarding an independent transmission provider, or\n\n(ii) a political subdivision or affiliate thereof whose transmission facilities are under the operational control of a person described in clause (i).\n\n(5) Exempt utility property For purposes of this subsection:\n\n(A) In general The term “exempt utility property” means property used in the trade or business of—\n\n(i) generating, transmitting, distributing, or selling electricity, or\n\n(ii) producing, transmitting, distributing, or selling natural gas.\n\n(B) Nonrecognition of gain by reason of acquisition of stock Acquisition of control of a corporation shall be taken into account under this subsection with respect to a qualifying electric transmission transaction only if the principal trade or business of such corporation is a trade or business referred to in subparagraph (A).\n\n(C) Exception for property located outside the United States The term “exempt utility property” shall not include any property which is located outside the United States.\n\n(6) Qualified electric utility For purposes of this subsection, the term “qualified electric utility” means a person that, as of the date of the qualifying electric transmission transaction, is vertically integrated, in that it is both—\n\n(A) a transmitting utility (as defined in section 3(23) of the Federal Power Act (16 U.S.C. 796(23))) with respect to the transmission facilities to which the election under this subsection applies, and\n\n(B) an electric utility (as defined in section 3(22) of the Federal Power Act (16 U.S.C. 796(22))).\n\n(7) Special rule for consolidated groups In the case of a corporation which is a member of an affiliated group filing a consolidated return, any exempt utility property purchased by another member of such group shall be treated as purchased by such corporation for purposes of applying paragraph (1)(A).\n\n(8) Time for assessment of deficiencies If the taxpayer has made the election under paragraph (1) and any gain is recognized by such taxpayer as provided in paragraph (1)(B), then—\n\n(A) the statutory period for the assessment of any deficiency, for any taxable year in which any part of the gain on the transaction is realized, attributable to such gain shall not expire prior to the expiration of 3 years from the date the Secretary is notified by the taxpayer (in such manner as the Secretary may by regulations prescribe) of the purchase of exempt utility property or of an intention not to purchase such property, and\n\n(B) such deficiency may be assessed before the expiration of such 3-year period notwithstanding any law or rule of law which would otherwise prevent such assessment.\n\n(9) Purchase For purposes of this subsection, the taxpayer shall be considered to have purchased any property if the unadjusted basis of such property is its cost within the meaning of section 1012.\n\n(10) Election An election under paragraph (1) shall be made at such time and in such manner as the Secretary may require and, once made, shall be irrevocable.\n\n(11) Nonapplication of installment sales treatment Section 453 shall not apply to any qualifying electric transmission transaction with respect to which an election to apply this subsection is made.", + "source_url": "https://www.law.cornell.edu/uscode/text/26/451" + }, + { + "key": "irc:368", + "heading": "IRC § 368 — Definitions relating to corporate reorganizations (26 U.S.C. § 368)", + "text": "(a) Reorganization\n(1) In general For purposes of parts I and II and this part, the term “reorganization” means—\n(A)\na statutory merger or consolidation;\n\n(B)\nthe acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of stock of another corporation if, immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition);\n\n(C)\nthe acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other shall be disregarded;\n\n(D)\na transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in control of the corporation to which the assets are transferred; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354, 355, or 356;\n\n(E)\na recapitalization;\n\n(F)\na mere change in identity, form, or place of organization of one corporation, however effected; or\n\n(G)\na transfer by a corporation of all or part of its assets to another corporation in a title 11 or similar case; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354, 355, or 356.\n\n(2) Special rules relating to paragraph (1)\n(A) Reorganizations described in both paragraph (1)(C) and paragraph (1)(D)\n\nIf a transaction is described in both paragraph (1)(C) and paragraph (1)(D), then, for purposes of this subchapter (other than for purposes of subparagraph (C)), such transaction shall be treated as described only in paragraph (1)(D).\n\n(B) Additional consideration in certain paragraph (1)(C) cases If—\n(i)\none corporation acquires substantially all of the properties of another corporation,\n\n(ii)\nthe acquisition would qualify under paragraph (1)(C) but for the fact that the acquiring corporation exchanges money or other property in addition to voting stock, and\n\n(iii)\nthe acquiring corporation acquires, solely for voting stock described in paragraph (1)(C), property of the other corporation having a fair market value which is at least 80 percent of the fair market value of all of the property of the other corporation,\n\nthen such acquisition shall (subject to subparagraph (A) of this paragraph) be treated as qualifying under paragraph (1)(C). Solely for the purpose of determining whether clause (iii) of the preceding sentence applies, the amount of any liability assumed by the acquiring corporation shall be treated as money paid for the property.\n\n(C) Transfers of assets or stock to subsidiaries in certain paragraph (1)(A), (1)(B), (1)(C), and (1)(G) cases\n\nA transaction otherwise qualifying under paragraph (1)(A), (1)(B), or (1)(C) shall not be disqualified by reason of the fact that part or all of the assets or stock which were acquired in the transaction are transferred to a corporation controlled by the corporation acquiring such assets or stock. A similar rule shall apply to a transaction otherwise qualifying under paragraph (1)(G) where the requirements of subparagraphs (A) and (B) of section 354(b)(1) are met with respect to the acquisition of the assets.\n\n(D) Use of stock of controlling corporation in paragraph (1)(A) and (1)(G) cases The acquisition by one corporation, in exchange for stock of a corporation (referred to in this subparagraph as “controlling corporation”) which is in control of the acquiring corporation, of substantially all of the properties of another corporation shall not disqualify a transaction under paragraph (1)(A) or (1)(G) if—\n(i)\nno stock of the acquiring corporation is used in the transaction, and\n\n(ii)\nin the case of a transaction under paragraph (1)(A), such transaction would have qualified under paragraph (1)(A) had the merger been into the controlling corporation.\n\n(E) Statutory merger using voting stock of corporation controlling merged corporation A transaction otherwise qualifying under paragraph (1)(A) shall not be disqualified by reason of the fact that stock of a corporation (referred to in this subparagraph as the “controlling corporation”) which before the merger was in control of the merged corporation is used in the transaction, if—\n(i)\nafter the transaction, the corporation surviving the merger holds substantially all of its properties and of the properties of the merged corporation (other than stock of the controlling corporation distributed in the transaction); and\n\n(ii)\nin the transaction, former shareholders of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, an amount of stock in the surviving corporation which constitutes control of such corporation.\n\n(F) Certain transactions involving 2 or more investment companies\n(i)\nIf immediately before a transaction described in paragraph (1) (other than subparagraph (E) thereof), 2 or more parties to the transaction were investment companies, then the transaction shall not be considered to be a reorganization with respect to any such investment company (and its shareholders and security holders) unless it was a regulated investment company, a real estate investment trust, or a corporation which meets the requirements of clause (ii).\n\n(ii)\nA corporation meets the requirements of this clause if not more than 25 percent of the value of its total assets is invested in the stock and securities of any one issuer, and not more than 50 percent of the value of its total assets is invested in the stock and securities of 5 or fewer issuers. For purposes of this clause, all members of a controlled group of corporations (within the meaning of section 1563(a)) shall be treated as one issuer. For purposes of this clause, a person holding stock in a regulated investment company, a real estate investment trust, or an investment company which meets the requirements of this clause shall, except as provided in regulations, be treated as holding its proportionate share of the assets held by such company or trust.\n\n(iii)\nFor purposes of this subparagraph the term “investment company” means a regulated investment company, a real estate investment trust, or a corporation 50 percent or more of the value of whose total assets are stock and securities and 80 percent or more of the value of whose total assets are assets held for investment. In making the 50-percent and 80-percent determinations under the preceding sentence, stock and securities in any subsidiary corporation shall be disregarded and the parent corporation shall be deemed to own its ratable share of the subsidiary’s assets, and a corporation shall be considered a subsidiary if the parent owns 50 percent or more of the combined voting power of all classes of stock entitled to vote, or 50 percent or more of the total value of shares of all classes of stock outstanding.\n\n(iv)\nFor purposes of this subparagraph, in determining total assets there shall be excluded cash and cash items (including receivables). Government securities, and, under regulations prescribed by the Secretary, assets acquired (through incurring indebtedness or otherwise) for purposes of meeting the requirements of clause (ii) or ceasing to be an investment company.\n\n(v)\nThis subparagraph shall not apply if the stock of each investment company is owned substantially by the same persons in the same proportions.\n\n(vi)\nIf an investment company which does not meet the requirements of clause (ii) acquires assets of another corporation, clause (i) shall be applied to such investment company and its shareholders and security holders as though its assets had been acquired by such other corporation. If such investment company acquires stock of another corporation in a reorganization described in section 368(a)(1)(B), clause (i) shall be applied to the shareholders of such investment company as though they had exchanged with such other corporation all of their stock in such company for stock having a fair market value equal to the fair market value of their stock of such investment company immediately after the exchange. For purposes of section 1001, the deemed acquisition or exchange referred to in the two preceding sentences shall be treated as a sale or exchange of property by the corporation and by the shareholders and security holders to which clause (i) is applied.\n\n(vii)\nFor purposes of clauses (ii) and (iii), the term “securities” includes obligations of State and local governments, commodity futures contracts, shares of regulated investment companies and real estate investment trusts, and other investments constituting a security within the meaning of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(36)).\n\n[(viii)\nRepealed. Pub. L. 98–369, div. A, title I, § 174(b)(5)(D), July 18, 1984, 98 Stat. 707]\n\n(G) Distribution requirement for paragraph (1)(C)\n(i) In general\n\nA transaction shall fail to meet the requirements of paragraph (1)(C) unless the acquired corporation distributes the stock, securities, and other properties it receives, as well as its other properties, in pursuance of the plan of reorganization. For purposes of the preceding sentence, if the acquired corporation is liquidated pursuant to the plan of reorganization, any distribution to its creditors in connection with such liquidation shall be treated as pursuant to the plan of reorganization.\n\n(ii) Exception\n\nThe Secretary may waive the application of clause (i) to any transaction subject to any conditions the Secretary may prescribe.\n\n(H) Special rules for determining whether certain transactions are qualified under paragraph (1)(D) For purposes of determining whether a transaction qualifies under paragraph (1)(D)—\n(i)\nin the case of a transaction with respect to which the requirements of subparagraphs (A) and (B) of section 354(b)(1) are met, the term “control” has the meaning given such term by section 304(c), and\n\n(ii)\nin the case of a transaction with respect to which the requirements of section 355 (or so much of section 356 as relates to section 355) are met, the fact that the shareholders of the distributing corporation dispose of part or all of the distributed stock, or the fact that the corporation whose stock was distributed issues additional stock, shall not be taken into account.\n\n(3) Additional rules relating to title 11 and similar cases\n(A) Title 11 or similar case defined For purposes of this part, the term “title 11 or similar case” means—\n(i)\na case under title 11 of the United States Code, or\n\n(ii)\na receivership, foreclosure, or similar proceeding in a Federal or State court.\n\n(B) Transfer of assets in a title 11 or similar case In applying paragraph (1)(G), a transfer of the assets of a corporation shall be treated as made in a title 11 or similar case if and only if—\n(i)\nany party to the reorganization is under the jurisdiction of the court in such case, and\n\n(ii)\nthe transfer is pursuant to a plan of reorganization approved by the court.\n\n(C) Reorganizations qualifying under paragraph (1)(G) and another provision If a transaction would (but for this subparagraph) qualify both—\n(i)\nunder subparagraph (G) of paragraph (1), and\n\n(ii)\nunder any other subparagraph of paragraph (1) or under section 332 or 351,\n\nthen, for purposes of this subchapter (other than section 357(c)(1)), such transaction shall be treated as qualifying only under subparagraph (G) of paragraph (1).\n\n(D) Agency receivership proceedings which involve financial institutions\n\nFor purposes of subparagraphs (A) and (B), in the case of a receivership, foreclosure, or similar proceeding before a Federal or State agency involving a financial institution referred to in section 581 or 591, the agency shall be treated as a court.\n\n(E) Application of paragraph (2)(E)(ii) In the case of a title 11 or similar case, the requirement of clause (ii) of paragraph (2)(E) shall be treated as met if—\n(i)\nno former shareholder of the surviving corporation received any consideration for his stock, and\n\n(ii)\nthe former creditors of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, debt of the surviving corporation which had a fair market value equal to 80 percent or more of the total fair market value of the debt of the surviving corporation.\n\n(b) Party to a reorganization For purposes of this part, the term “a party to a reorganization” includes—\n(1)\na corporation resulting from a reorganization, and\n\n(2)\nboth corporations, in the case of a reorganization resulting from the acquisition by one corporation of stock or properties of another.\n\nIn the case of a reorganization qualifying under paragraph (1)(B) or (1)(C) of subsection (a), if the stock exchanged for the stock or properties is stock of a corporation which is in control of the acquiring corporation, the term “a party to a reorganization” includes the corporation so controlling the acquiring corporation. In the case of a reorganization qualifying under paragraph (1)(A), (1)(B), (1)(C), or (1)(G) of subsection (a) by reason of paragraph (2)(C) of subsection (a), the term “a party to a reorganization” includes the corporation controlling the corporation to which the acquired assets or stock are transferred. In the case of a reorganization qualifying under paragraph (1)(A) or (1)(G) of subsection (a) by reason of paragraph (2)(D) of that subsection, the term “a party to a reorganization” includes the controlling corporation referred to in such paragraph (2)(D). In the case of a reorganization qualifying under subsection (a)(1)(A) by reason of subsection (a)(2)(E), the term “party to a reorganization” includes the controlling corporation referred to in subsection (a)(2)(E).\n\n(c) Control defined\n\nFor purposes of part I (other than section 304), part II, this part, and part V, the term “control” means the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.", + "source_url": "https://www.law.cornell.edu/uscode/text/26/368" + }, + { + "key": "irc:501", + "heading": "IRC § 501 — Exemption from tax on corporations, certain trusts, etc. (26 U.S.C. § 501)", + "text": "(a) Exemption from taxation\n\nAn organization described in subsection (c) or (d) or section 401(a) shall be exempt from taxation under this subtitle unless such exemption is denied under section 502 or 503.\n\n(b) Tax on unrelated business income and certain other activities\n\nAn organization exempt from taxation under subsection (a) shall be subject to tax to the extent provided in parts II, III, and VI of this subchapter, but (notwithstanding parts II, III, and VI of this subchapter) shall be considered an organization exempt from income taxes for the purpose of any law which refers to organizations exempt from income taxes.\n\n(c) List of exempt organizations The following organizations are referred to in subsection (a):\n(1) Any corporation organized under Act of Congress which is an instrumentality of the United States but only if such corporation—\n(A) is exempt from Federal income taxes—\n(i)\nunder such Act as amended and supplemented before July 18, 1984, or\n\n(ii)\nunder this title without regard to any provision of law which is not contained in this title and which is not contained in a revenue Act, or\n\n(B)\nis described in subsection (l).\n\n(2)\nCorporations organized for the exclusive purpose of holding title to property, collecting income therefrom, and turning over the entire amount thereof, less expenses, to an organization which itself is exempt under this section. Rules similar to the rules of subparagraph (G) of paragraph (25) shall apply for purposes of this paragraph.\n\n(3)\nCorporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.\n\n(4)\n(A)\nCivic leagues or organizations not organized for profit but operated exclusively for the promotion of social welfare, or local associations of employees, the membership of which is limited to the employees of a designated person or persons in a particular municipality, and the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes.\n\n(B)\nSubparagraph (A) shall not apply to an entity unless no part of the net earnings of such entity inures to the benefit of any private shareholder or individual.\n\n(5)\nLabor, agricultural, or horticultural organizations.\n\n(6)\nBusiness leagues, chambers of commerce, real-estate boards, boards of trade, or professional football leagues (whether or not administering a pension fund for football players), not organized for profit and no part of the net earnings of which inures to the benefit of any private shareholder or individual.\n\n(7)\nClubs organized for pleasure, recreation, and other nonprofitable purposes, substantially all of the activities of which are for such purposes and no part of the net earnings of which inures to the benefit of any private shareholder.\n\n(8) Fraternal beneficiary societies, orders, or associations—\n(A)\noperating under the lodge system or for the exclusive benefit of the members of a fraternity itself operating under the lodge system, and\n\n(B)\nproviding for the payment of life, sick, accident, or other benefits to the members of such society, order, or association or their dependents.\n\n(9)\nVoluntary employees’ beneficiary associations providing for the payment of life, sick, accident, or other benefits to the members of such association or their dependents or designated beneficiaries, if no part of the net earnings of such association inures (other than through such payments) to the benefit of any private shareholder or individual. For purposes of providing for the payment of sick and accident benefits to members of such an association and their dependents, the term “dependent” shall include any individual who is a child (as defined in section 152(f)(1)) of a member who as of the end of the calendar year has not attained age 27.\n\n(10) Domestic fraternal societies, orders, or associations, operating under the lodge system—\n(A)\nthe net earnings of which are devoted exclusively to religious, charitable, scientific, literary, educational, and fraternal purposes, and\n\n(B)\nwhich do not provide for the payment of life, sick, accident, or other benefits.\n\n(11) Teachers’ retirement fund associations of a purely local character, if—\n(A)\nno part of their net earnings inures (other than through payment of retirement benefits) to the benefit of any private shareholder or individual, and\n\n(B)\nthe income consists solely of amounts received from public taxation, amounts received from assessments on the teaching salaries of members, and income in respect of investments.\n\n(12)\n(A)\nBenevolent life insurance associations of a purely local character, mutual ditch or irrigation companies, mutual or cooperative telephone companies, or like organizations; but only if 85 percent or more of the income consists of amounts collected from members for the sole purpose of meeting losses and expenses.\n\n(B) In the case of a mutual or cooperative telephone company, subparagraph (A) shall be applied without taking into account any income received or accrued—\n(i)\nfrom a nonmember telephone company for the performance of communication services which involve members of the mutual or cooperative telephone company,\n\n(ii)\nfrom qualified pole rentals,\n\n(iii)\nfrom the sale of display listings in a directory furnished to the members of the mutual or cooperative telephone company, or\n\n(iv)\nfrom the prepayment of a loan under section 306A, 306B, or 311 [1] of the Rural Electrification Act of 1936 (as in effect on January 1, 1987).\n\n(C) In the case of a mutual or cooperative electric company, subparagraph (A) shall be applied without taking into account any income received or accrued—\n(i)\nfrom qualified pole rentals, or\n\n(ii)\nfrom any provision or sale of electric energy transmission services or ancillary services if such services are provided on a nondiscriminatory open access basis under an open access transmission tariff approved or accepted by FERC or under an independent transmission provider agreement approved or accepted by FERC (other than income received or accrued directly or indirectly from a member),\n\n(iii) from the provision or sale of electric energy distribution services or ancillary services if such services are provided on a nondiscriminatory open access basis to distribute electric energy not owned by the mutual or electric cooperative company—\n(I)\nto end-users who are served by distribution facilities not owned by such company or any of its members (other than income received or accrued directly or indirectly from a member), or\n\n(II)\ngenerated by a generation facility not owned or leased by such company or any of its members and which is directly connected to distribution facilities owned by such company or any of its members (other than income received or accrued directly or indirectly from a member),\n\n(iv)\nfrom any nuclear decommissioning transaction, or\n\n(v)\nfrom any asset exchange or conversion transaction.\n\n(D) For purposes of this paragraph, the term “qualified pole rental” means any rental of a pole (or other structure used to support wires) if such pole (or other structure)—\n(i)\nis used by the telephone or electric company to support one or more wires which are used by such company in providing telephone or electric services to its members, and\n\n(ii)\nis used pursuant to the rental to support one or more wires (in addition to the wires described in clause (i)) for use in connection with the transmission by wire of electricity or of telephone or other communications.\n\nFor purposes of the preceding sentence, the term “rental” includes any sale of the right to use the pole (or other structure).\n\n(E) For purposes of subparagraph (C)(ii), the term “FERC” means—\n(i)\nthe Federal Energy Regulatory Commission, or\n\n(ii)\nin the case of any utility with respect to which all of the electricity generated, transmitted, or distributed by such utility is generated, transmitted, distributed, and consumed in the same State, the State agency of such State with the authority to regulate electric utilities.\n\n(F) For purposes of subparagraph (C)(iv), the term “nuclear decommissioning transaction” means—\n(i)\nany transfer into a trust, fund, or instrument established to pay any nuclear decommissioning costs if the transfer is in connection with the transfer of the mutual or cooperative electric company’s interest in a nuclear power plant or nuclear power plant unit,\n\n(ii)\nany distribution from any trust, fund, or instrument established to pay any nuclear decommissioning costs, or\n\n(iii)\nany earnings from any trust, fund, or instrument established to pay any nuclear decommissioning costs.\n\n(G) For purposes of subparagraph (C)(v), the term “asset exchange or conversion transaction” means any voluntary exchange or involuntary conversion of any property related to generating, transmitting, distributing, or selling electric energy by a mutual or cooperative electric company, the gain from which qualifies for deferred recognition under section 1031 or 1033, but only if the replacement property acquired by such company pursuant to such section constitutes property which is used, or to be used, for—\n(i)\ngenerating, transmitting, distributing, or selling electric energy, or\n\n(ii)\nproducing, transmitting, distributing, or selling natural gas.\n\n(H)\n(i)\nIn the case of a mutual or cooperative electric company described in this paragraph or an organization described in section 1381(a)(2)(C), income received or accrued from a load loss transaction shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.\n\n(ii)\nFor purposes of clause (i), the term “load loss transaction” means any wholesale or retail sale of electric energy (other than to members) to the extent that the aggregate sales during the recovery period do not exceed the load loss mitigation sales limit for such period.\n\n(iii)\nFor purposes of clause (ii), the load loss mitigation sales limit for the recovery period is the sum of the annual load losses for each year of such period.\n\n(iv) For purposes of clause (iii), a mutual or cooperative electric company’s annual load loss for each year of the recovery period is the amount (if any) by which—\n(I)\nthe megawatt hours of electric energy sold during such year to members of such electric company are less than\n\n(II)\nthe megawatt hours of electric energy sold during the base year to such members.\n\n(v) For purposes of clause (iv)(II), the term “base year” means—\n(I)\nthe calendar year preceding the start-up year, or\n\n(II)\nat the election of the mutual or cooperative electric company, the second or third calendar years preceding the start-up year.\n\n(vi)\nFor purposes of this subparagraph, the recovery period is the 7-year period beginning with the start-up year.\n\n(vii)\nFor purposes of this subparagraph, the start-up year is the first year that the mutual or cooperative electric company offers nondiscriminatory open access or the calendar year which includes the date of the enactment of this subparagraph, if later, at the election of such company.\n\n(viii)\nA company shall not fail to be treated as a mutual or cooperative electric company for purposes of this paragraph or as a corporation operating on a cooperative basis for purposes of section 1381(a)(2)(C) by reason of the treatment under clause (i).\n\n(ix)\nFor purposes of subparagraph (A), in the case of a mutual or cooperative electric company, income received, or accrued, indirectly from a member shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.\n\n(I)\nIn the case of a mutual or cooperative electric company described in this paragraph or an organization described in section 1381(a)(2), income received or accrued in connection with an election under section 45J(e)(1) shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.\n\n(J) In the case of a mutual or cooperative telephone or electric company described in this paragraph, subparagraph (A) shall be applied without taking into account any income received or accrued from—\n(i)\nany grant, contribution, or assistance provided pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act or any similar grant, contribution, or assistance by any local, State, or regional governmental entity for the purpose of relief, recovery, or restoration from, or preparation for, a disaster or emergency, or\n\n(ii)\nany grant or contribution by any governmental entity (other than a contribution in aid of construction or any other contribution as a customer or potential customer) the purpose of which is substantially related to providing, constructing, restoring, or relocating electric, communication, broadband, internet, or other utility facilities or services.\n\n(13)\nCemetery companies owned and operated exclusively for the benefit of their members or which are not operated for profit; and any corporation chartered solely for the purpose of the disposal of bodies by burial or cremation which is not permitted by its charter to engage in any business not necessarily incident to that purpose and no part of the net earnings of which inures to the benefit of any private shareholder or individual.\n\n(14)\n(A)\nCredit unions without capital stock organized and operated for mutual purposes and without profit.\n\n(B) Corporations or associations without capital stock organized before September 1, 1957, and operated for mutual purposes and without profit for the purpose of providing reserve funds for, and insurance of shares or deposits in—\n(i)\ndomestic building and loan associations,\n\n(ii)\ncooperative banks without capital stock organized and operated for mutual purposes and without profit,\n\n(iii)\nmutual savings banks not having capital stock represented by shares, or\n\n(iv)\nmutual savings banks described in section 591(b).\n\n(C)\nCorporations or associations organized before September 1, 1957, and operated for mutual purposes and without profit for the purpose of providing reserve funds for associations or banks described in clause (i), (ii), or (iii) of subparagraph (B); but only if 85 percent or more of the income is attributable to providing such reserve funds and to investments. This subparagraph shall not apply to any corporation or association entitled to exemption under subparagraph (B).\n\n(15)\n(A) Insurance companies (as defined in section 816(a)) other than life (including interinsurers and reciprocal underwriters) if—\n(i)\n(I)\nthe gross receipts for the taxable year do not exceed $600,000, and\n\n(II)\nmore than 50 percent of such gross receipts consist of premiums, or\n\n(ii) in the case of a mutual insurance company—\n(I)\nthe gross receipts of which for the taxable year do not exceed $150,000, and\n\n(II)\nmore than 35 percent of such gross receipts consist of premiums.\n\nClause (ii) shall not apply to a company if any employee of the company, or a member of the employee’s family (as defined in section 2032A(e)(2)), is an employee of another company exempt from taxation by reason of this paragraph (or would be so exempt but for this sentence).\n\n(B)\nFor purposes of subparagraph (A), in determining whether any company or association is described in subparagraph (A), such company or association shall be treated as receiving during the taxable year amounts described in subparagraph (A) which are received during such year by all other companies or associations which are members of the same controlled group as the insurance company or association for which the determination is being made.\n\n(C)\nFor purposes of subparagraph (B), the term “controlled group” has the meaning given such term by section 831(b)(2)(B)(ii),1 except that in applying section 831(b)(2)(B)(ii) 1 for purposes of this subparagraph, subparagraphs (B) and (C) of section 1563(b)(2) shall be disregarded.\n\n(16)\nCorporations organized by an association subject to part IV of this subchapter or members thereof, for the purpose of financing the ordinary crop operations of such members or other producers, and operated in conjunction with such association. Exemption shall not be denied any such corporation because it has capital stock, if the dividend rate of such stock is fixed at not to exceed the legal rate of interest in the State of incorporation or 8 percent per annum, whichever is greater, on the value of the consideration for which the stock was issued, and if substantially all such stock (other than nonvoting preferred stock, the owners of which are not entitled or permitted to participate, directly or indirectly, in the profits of the corporation, on dissolution or otherwise, beyond the fixed dividends) is owned by such association, or members thereof; nor shall exemption be denied any such corporation because there is accumulated and maintained by it a reserve required by State law or a reasonable reserve for any necessary purpose.\n\n(17)\n(A) A trust or trusts forming part of a plan providing for the payment of supplemental unemployment compensation benefits, if—\n(i)\nunder the plan, it is impossible, at any time prior to the satisfaction of all liabilities, with respect to employees under the plan, for any part of the corpus or income to be (within the taxable year or thereafter) used for, or diverted to, any purpose other than the providing of supplemental unemployment compensation benefits,\n\n(ii)\nsuch benefits are payable to employees under a classification which is set forth in the plan and which is found by the Secretary not to be discriminatory in favor of employees who are highly compensated employees (within the meaning of section 414(q)), and\n\n(iii)\nsuch benefits do not discriminate in favor of employees who are highly compensated employees (within the meaning of section 414(q)). A plan shall not be considered discriminatory within the meaning of this clause merely because the benefits received under the plan bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employees covered by the plan.\n\n(B) In determining whether a plan meets the requirements of subparagraph (A), any benefits provided under any other plan shall not be taken into consideration, except that a plan shall not be considered discriminatory—\n(i)\nmerely because the benefits under the plan which are first determined in a nondiscriminatory manner within the meaning of subparagraph (A) are then reduced by any sick, accident, or unemployment compensation benefits received under State or Federal law (or reduced by a portion of such benefits if determined in a nondiscriminatory manner), or\n\n(ii)\nmerely because the plan provides only for employees who are not eligible to receive sick, accident, or unemployment compensation benefits under State or Federal law the same benefits (or a portion of such benefits if determined in a nondiscriminatory manner) which such employees would receive under such laws if such employees were eligible for such benefits, or\n\n(iii)\nmerely because the plan provides only for employees who are not eligible under another plan (which meets the requirements of subparagraph (A)) of supplemental unemployment compensation benefits provided wholly by the employer the same benefits (or a portion of such benefits if determined in a nondiscriminatory manner) which such employees would receive under such other plan if such employees were eligible under such other plan, but only if the employees eligible under both plans would make a classification which would be nondiscriminatory within the meaning of subparagraph (A).\n\n(C)\nA plan shall be considered to meet the requirements of subparagraph (A) during the whole of any year of the plan if on one day in each quarter it satisfies such requirements.\n\n(D) The term “supplemental unemployment compensation benefits” means only—\n(i)\nbenefits which are paid to an employee because of his involuntary separation from the employment of the employer (whether or not such separation is temporary) resulting directly from a reduction in force, the discontinuance of a plant or operation, or other similar conditions, and\n\n(ii)\nsick and accident benefits subordinate to the benefits described in clause (i).\n\n(E)\nExemption shall not be denied under subsection (a) to any organization entitled to such exemption as an association described in paragraph (9) of this subsection merely because such organization provides for the payment of supplemental unemployment benefits (as defined in subparagraph (D)(i)).\n\n(18) A trust or trusts created before June 25, 1959, forming part of a plan providing for the payment of benefits under a pension plan funded only by contributions of employees, if—\n(A)\nunder the plan, it is impossible, at any time prior to the satisfaction of all liabilities with respect to employees under the plan, for any part of the corpus or income to be (within the taxable year or thereafter) used for, or diverted to, any purpose other than the providing of benefits under the plan,\n\n(B)\nsuch benefits are payable to employees under a classification which is set forth in the plan and which is found by the Secretary not to be discriminatory in favor of employees who are highly compensated employees (within the meaning of section 414(q)),\n\n(C)\nsuch benefits do not discriminate in favor of employees who are highly compensated employees (within the meaning of section 414(q)). A plan shall not be considered discriminatory within the meaning of this subparagraph merely because the benefits received under the plan bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employees covered by the plan, and\n\n(D) in the case of a plan under which an employee may designate certain contributions as deductible—\n(i)\nsuch contributions do not exceed the amount with respect to which a deduction is allowable under section 219(b)(3),\n\n(ii)\nrequirements similar to the requirements of section 401(k)(3)(A)(ii) are met with respect to such elective contributions,\n\n(iii)\nsuch contributions are treated as elective deferrals for purposes of section 402(g), and\n\n(iv)\nthe requirements of section 401(a)(30) are met.\n\nFor purposes of subparagraph (D)(ii), rules similar to the rules of section 401(k)(8) shall apply. For purposes of section 4979, any excess contribution under clause (ii) shall be treated as an excess contribution under a cash or deferred arrangement.\n\n(19) A post or organization of past or present members of the Armed Forces of the United States, or an auxiliary unit or society of, or a trust or foundation for, any such post or organization—\n(A)\norganized in the United States or any of its possessions,\n\n(B)\nat least 75 percent of the members of which are past or present members of the Armed Forces of the United States and substantially all of the other members of which are individuals who are cadets or are spouses, widows, widowers, ancestors, or lineal descendants of past or present members of the Armed Forces of the United States or of cadets, and\n\n(C)\nno part of the net earnings of which inures to the benefit of any private shareholder or individual.\n\n[(20)\nRepealed. Pub. L. 113–295, div. A, title II, § 221(a)(19)(B)(iii), Dec. 19, 2014, 128 Stat. 4040.]\n\n(21)\n(A) A trust or trusts established in writing, created or organized in the United States, and contributed to by any person (except an insurance company) if—\n(i) the purpose of such trust or trusts is exclusively—\n(I)\nto satisfy, in whole or in part, the liability of such person for, or with respect to, claims for compensation for disability or death due to pneumoconiosis under Black Lung Acts,\n\n(II)\nto pay premiums for insurance exclusively covering such liability,\n\n(III)\nto pay administrative and other incidental expenses of such trust in connection with the operation of the trust and the processing of claims against such person under Black Lung Acts, and\n\n(IV)\nto pay accident or health benefits for retired miners and their spouses and dependents (including administrative and other incidental expenses of such trust in connection therewith) or premiums for insurance exclusively covering such benefits; and\n\n(ii) no part of the assets of the trust may be used for, or diverted to, any purpose other than—\n(I)\nthe purposes described in clause (i),\n\n(II)\ninvestment (but only to the extent that the trustee determines that a portion of the assets is not currently needed for the purposes described in clause (i)) in qualified investments, or\n\n(III)\npayment into the Black Lung Disability Trust Fund established under section 9501, or into the general fund of the United States Treasury (other than in satisfaction of any tax or other civil or criminal liability of the person who established or contributed to the trust).\n\n(B)\nNo deduction shall be allowed under this chapter for any payment described in subparagraph (A)(i)(IV) from such trust.\n\n(C) Payments described in subparagraph (A)(i)(IV) may be made from such trust during a taxable year only to the extent that the aggregate amount of such payments during such taxable year does not exceed the excess (if any), as of the close of the preceding taxable year, of—\n(i)\nthe fair market value of the assets of the trust, over\n\n(ii)\n110 percent of the present value of the liability described in subparagraph (A)(i)(I) of such person.\n\nThe determinations under the preceding sentence shall be made by an independent actuary using actuarial methods and assumptions (not inconsistent with the regulations prescribed under section 192(c)(1)(A)) each of which is reasonable and which are reasonable in the aggregate.\n\n(D) For purposes of this paragraph:\n(i)\nThe term “ Black Lung Acts” means part C of title IV of the Federal Mine Safety and Health Act of 1977, and any State law providing compensation for disability or death due to that pneumoconiosis.\n\n(ii) The term “qualified investments” means—\n(I)\npublic debt securities of the United States,\n\n(II)\nobligations of a State or local government which are not in default as to principal or interest, and\n\n(III)\ntime or demand deposits in a bank (as defined in section 581) or an insured credit union (within the meaning of section 101(7) of the Federal Credit Union Act, 12 U.S.C. 1752(7)) located in the United States.\n\n(iii)\nThe term “miner” has the same meaning as such term has when used in section 402(d) of the Black Lung Benefits Act (30 U.S.C. 902(d)).\n\n(iv)\nThe term “incidental expenses” includes legal, accounting, actuarial, and trustee expenses.\n\n(22) A trust created or organized in the United States and established in writing by the plan sponsors of multiemployer plans if—\n(A) the purpose of such trust is exclu­sively—\n(i)\nto pay any amount described in section 4223(c) or (h) of the Employee Retirement Income Security Act of 1974, and\n\n(ii)\nto pay reasonable and necessary administrative expenses in connection with the establishment and operation of the trust and the processing of claims against the trust,\n\n(B) no part of the assets of the trust may be used for, or diverted to, any purpose other than—\n(i)\nthe purposes described in subparagraph (A), or\n\n(ii)\nthe investment in securities, obligations, or time or demand deposits described in clause (ii) of paragraph (21)(D),\n\n(C)\nsuch trust meets the requirements of paragraphs (2), (3), and (4) of section 4223(b), 4223(h), or, if applicable, section 4223(c) of the Employee Retirement Income Security Act of 1974, and\n\n(D)\nthe trust instrument provides that, on dissolution of the trust, assets of the trust may not be paid other than to plans which have participated in the plan or, in the case of a trust established under section 4223(h) of such Act, to plans with respect to which employers have participated in the fund.\n\n(23)\nAny association organized before 1880 more than 75 percent of the members of which are present or past members of the Armed Forces and a principal purpose of which is to provide insurance and other benefits to veterans or their dependents.\n\n(24)\nA trust described in section 4049 of the Employee Retirement Income Security Act of 1974 (as in effect on the date of the enactment of the Single-Employer Pension Plan Amendments Act of 1986).\n\n(25)\n(A) Any corporation or trust which—\n(i)\nhas no more than 35 shareholders or beneficiaries,\n\n(ii)\nhas only 1 class of stock or beneficial interest, and\n\n(iii) is organized for the exclusive purposes of—\n(I)\nacquiring real property and holding title to, and collecting income from, such property, and\n\n(II)\nremitting the entire amount of income from such property (less expenses) to 1 or more organizations described in subparagraph (C) which are shareholders of such corporation or beneficiaries of such trust.\n\nFor purposes of clause (iii), the term “real property” shall not include any interest as a tenant in common (or similar interest) and shall not include any indirect interest.\n\n(B)\nA corporation or trust shall be described in subparagraph (A) without regard to whether the corporation or trust is organized by 1 or more organizations described in subparagraph (C).\n\n(C) An organization is described in this subparagraph if such organization is—\n(i)\na qualified pension, profit sharing, or stock bonus plan that meets the requirements of section 401(a),\n\n(ii)\na governmental plan (within the meaning of section 414(d)),\n\n(iii)\nthe United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, or\n\n(iv)\nany organization described in paragraph (3).\n\n(D) A corporation or trust shall in no event be treated as described in subparagraph (A) unless such corporation or trust permits its shareholders or beneficiaries—\n(i)\nto dismiss the corporation’s or trust’s investment adviser, following reasonable notice, upon a vote of the shareholders or beneficiaries holding a majority of interest in the corporation or trust, and\n\n(ii) to terminate their interest in the corporation or trust by either, or both, of the following alternatives, as determined by the corporation or trust:\n(I)\nby selling or exchanging their stock in the corporation or interest in the trust (subject to any Federal or State securities law) to any organization described in subparagraph (C) so long as the sale or exchange does not increase the number of shareholders or beneficiaries in such corporation or trust above 35, or\n\n(II)\nby having their stock or interest redeemed by the corporation or trust after the shareholder or beneficiary has provided 90 days notice to such corporation or trust.\n\n(E)\n(i) For purposes of this title—\n(I)\na corporation which is a qualified subsidiary shall not be treated as a separate corporation, and\n\n(II)\nall assets, liabilities, and items of income, deduction, and credit of a qualified subsidiary shall be treated as assets, liabilities, and such items (as the case may be) of the corporation or trust described in subparagraph (A).\n\n(ii)\nFor purposes of this subparagraph, the term “qualified subsidiary” means any corporation if, at all times during the period such corporation was in existence, 100 percent of the stock of such corporation is held by the corporation or trust described in subparagraph (A).\n\n(iii)\nFor purposes of this subtitle, if any corporation which was a qualified subsidiary ceases to meet the requirements of clause (ii), such corporation shall be treated as a new corporation acquiring all of its assets (and assuming all of its liabilities) immediately before such cessation from the corporation or trust described in subparagraph (A) in exchange for its stock.\n\n(F)\nFor purposes of subparagraph (A), the term “real property” includes any personal property which is leased under, or in connection with, a lease of real property, but only if the rent attributable to such personal property (determined under the rules of section 856(d)(1)) for the taxable year does not exceed 15 percent of the total rent for the taxable year attributable to both the real and personal property leased under, or in connection with, such lease.\n\n(G)\n(i)\nAn organization shall not be treated as failing to be described in this paragraph merely by reason of the receipt of any otherwise disqualifying income which is incidentally derived from the holding of real property.\n\n(ii)\nClause (i) shall not apply if the amount of gross income described in such clause exceeds 10 percent of the organization’s gross income for the taxable year unless the organization establishes to the satisfaction of the Secretary that the receipt of gross income described in clause (i) in excess of such limitation was inadvertent and reasonable steps are being taken to correct the circumstances giving rise to such income.\n\n(26) Any membership organization if—\n(A) such organization is established by a State exclusively to provide coverage for medical care (as defined in section 213(d)) on a not-for-profit basis to individuals described in subparagraph (B) through—\n(i)\ninsurance issued by the organization, or\n\n(ii)\na health maintenance organization under an arrangement with the organization,\n\n(B) the only individuals receiving such coverage through the organization are individuals—\n(i)\nwho are residents of such State, and\n\n(ii) who, by reason of the existence or history of a medical condition—\n(I)\nare unable to acquire medical care coverage for such condition through insurance or from a health maintenance organization, or\n\n(II)\nare able to acquire such coverage only at a rate which is substantially in excess of the rate for such coverage through the membership organization,\n\n(C)\nthe composition of the membership in such organization is specified by such State, and\n\n(D)\nno part of the net earnings of the organization inures to the benefit of any private shareholder or individual.\n\nA spouse and any qualifying child (as defined in section 24(c)) of an individual described in subparagraph (B) (without regard to this sentence) shall be treated as described in subparagraph (B).\n\n(27)\n(A) Any membership organization if—\n(i)\nsuch organization is established before June 1, 1996, by a State exclusively to reimburse its members for losses arising under workmen’s compensation acts,\n\n(ii) such State requires that the membership of such organization consist of—\n(I)\nall persons who issue insurance covering workmen’s compensation losses in such State, and\n\n(II)\nall persons and governmental entities who self-insure against such losses, and\n\n(iii) such organization operates as a non-profit organization by—\n(I)\nreturning surplus income to its members or workmen’s compensation policyholders on a periodic basis, and\n\n(II)\nreducing initial premiums in anticipation of investment income.\n\n(B) Any organization (including a mutual insurance company) if—\n(i) such organization is created by State law and is organized and operated under State law exclusively to—\n(I)\nprovide workmen’s compensation insurance which is required by State law or with respect to which State law provides significant disincentives if such insurance is not purchased by an employer, and\n\n(II)\nprovide related coverage which is incidental to workmen’s compensation insurance,\n\n(ii)\nsuch organization must provide workmen’s compensation insurance to any employer in the State (for employees in the State or temporarily assigned out-of-State) which seeks such insurance and meets other reasonable requirements relating thereto,\n\n(iii)\n(I)\nthe State makes a financial commitment with respect to such organization either by extending the full faith and credit of the State to the initial debt of such organization or by providing the initial operating capital of such organization, and (II) in the case of periods after the date of enactment of this subparagraph, the assets of such organization revert to the State upon dissolution or State law does not permit the dissolution of such organization, and\n\n(iv)\nthe majority of the board of directors or oversight body of such organization are appointed by the chief executive officer or other executive branch official of the State, by the State legislature, or by both.\n\n(28)\nThe National Railroad Retirement Investment Trust established under section 15(j) of the Railroad Retirement Act of 1974.\n\n(29) CO–OP health insurance issuers.—\n(A) In general.—\nA qualified nonprofit health insurance issuer (within the meaning of section 1322 of the Patient Protection and Affordable Care Act) which has received a loan or grant under the CO–OP program under such section, but only with respect to periods for which the issuer is in compliance with the requirements of such section and any agreement with respect to the loan or grant.\n\n(B) Conditions for exemption.— Subparagraph (A) shall apply to an organization only if—\n(i)\nthe organization has given notice to the Secretary, in such manner as the Secretary may by regulations prescribe, that it is applying for recognition of its status under this paragraph,\n\n(ii)\nexcept as provided in section 1322(c)(4) of the Patient Protection and Affordable Care Act, no part of the net earnings of which inures to the benefit of any private shareholder or individual,\n\n(iii)\nno substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, and\n\n(iv)\nthe organization does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.\n\n(d) Religious and apostolic organizations\n\nThe following organizations are referred to in subsection (a): Religious or apostolic associations or corporations, if such associations or corporations have a common treasury or community treasury, even if such associations or corporations engage in business for the common benefit of the members, but only if the members thereof include (at the time of filing their returns) in their gross income their entire pro rata shares, whether distributed or not, of the taxable income of the association or corporation for such year. Any amount so included in the gross income of a member shall be treated as a dividend received.\n\n(e) Cooperative hospital service organizations For purposes of this title, an organization shall be treated as an organization organized and operated exclusively for charitable purposes, if—\n(1) such organization is organized and operated solely—\n(A)\nto perform, on a centralized basis, one or more of the following services which, if performed on its own behalf by a hospital which is an organization described in subsection (c)(3) and exempt from taxation under subsection (a), would constitute activities in exercising or performing the purpose or function constituting the basis for its exemption: data processing, purchasing (including the purchasing of insurance on a group basis), warehousing, billing and collection (including the purchase of patron accounts receivable on a recourse basis), food, clinical, industrial engineering, laboratory, printing, communications, record center, and personnel (including selection, testing, training, and education of personnel) services; and\n\n(B) to perform such services solely for two or more hospitals each of which is—\n(i)\nan organization described in subsection (c)(3) which is exempt from taxation under subsection (a),\n\n(ii)\na constituent part of an organization described in subsection (c)(3) which is exempt from taxation under subsection (a) and which, if organized and operated as a separate entity, would constitute an organization described in subsection (c)(3), or\n\n(iii)\nowned and operated by the United States, a State, the District of Columbia, or a possession of the United States, or a political subdivision or an agency or instrumentality of any of the foregoing;\n\n(2)\nsuch organization is organized and operated on a cooperative basis and allocates or pays, within 8½ months after the close of its taxable year, all net earnings to patrons on the basis of services performed for them; and\n\n(3)\nif such organization has capital stock, all of such stock outstanding is owned by its patrons.\n\nFor purposes of this title, any organization which, by reason of the preceding sentence, is an organization described in subsection (c)(3) and exempt from taxation under subsection (a), shall be treated as a hospital and as an organization referred to in section 170(b)(1)(A)(iii).\n\n(f) Cooperative service organizations of operating educational organizations For purposes of this title, if an organization is—\n(1)\norganized and operated solely to hold, commingle, and collectively invest and reinvest (including arranging for and supervising the performance by independent contractors of investment services related thereto) in stocks and securities, the moneys contributed thereto by each of the members of such organization, and to collect income therefrom and turn over the entire amount thereof, less expenses, to such members,\n\n(2)\norganized and controlled by one or more such members, and\n\n(3) comprised solely of members that are organizations described in clause (ii) or (iv) of section 170(b)(1)(A)—\n(A)\nwhich are exempt from taxation under subsection (a), or\n\n(B)\nthe income of which is excluded from taxation under section 115,\n\nthen such organization shall be treated as an organization organized and operated exclusively for charitable purposes.\n\n(g) Definition of agricultural\n\nFor purposes of subsection (c)(5), the term “agricultural” includes the art or science of cultivating land, harvesting crops or aquatic resources, or raising livestock.\n\n(h) Expenditures by public charities to influence legislation\n(1) General rule In the case of an organization to which this subsection applies, exemption from taxation under subsection (a) shall be denied because a substantial part of the activities of such organization consists of carrying on propaganda, or otherwise attempting, to influence legislation, but only if such organization normally—\n(A)\nmakes lobbying expenditures in excess of the lobbying ceiling amount for such organization for each taxable year, or\n\n(B)\nmakes grass roots expenditures in excess of the grass roots ceiling amount for such organization for each taxable year.\n\n(2) Definitions For purposes of this subsection—\n(A) Lobbying expenditures\n\nThe term “lobbying expenditures” means expenditures for the purpose of influencing legislation (as defined in section 4911(d)).\n\n(B) Lobbying ceiling amount\n\nThe lobbying ceiling amount for any organization for any taxable year is 150 percent of the lobbying nontaxable amount for such organization for such taxable year, determined under section 4911.\n\n(C) Grass roots expenditures\n\nThe term “grass roots expenditures” means expenditures for the purpose of influencing legislation (as defined in section 4911(d) without regard to paragraph (1)(B) thereof).\n\n(D) Grass roots ceiling amount\n\nThe grass roots ceiling amount for any organization for any taxable year is 150 percent of the grass roots nontaxable amount for such organization for such taxable year, determined under section 4911.\n\n(3) Organizations to which this subsection applies This subsection shall apply to any organization which has elected (in such manner and at such time as the Secretary may prescribe) to have the provisions of this subsection apply to such organization and which, for the taxable year which includes the date the election is made, is described in subsection (c)(3) and—\n(A)\nis described in paragraph (4), and\n\n(B)\nis not a disqualified organization under paragraph (5).\n\n(4) Organizations permitted to elect to have this subsection apply An organization is described in this paragraph if it is described in—\n(A)\nsection 170(b)(1)(A)(ii) (relating to educational institutions),\n\n(B)\nsection 170(b)(1)(A)(iii) (relating to hospitals and medical research organizations),\n\n(C)\nsection 170(b)(1)(A)(iv) (relating to organizations supporting government schools),\n\n(D)\nsection 170(b)(1)(A)(vi) (relating to organizations publicly supported by charitable contributions),\n\n(E)\nsection 170(b)(1)(A)(ix) (relating to agricultural research organizations),\n\n(F)\nsection 509(a)(2) (relating to organizations publicly supported by admissions, sales, etc.), or\n\n(G)\nsection 509(a)(3) (relating to organizations supporting certain types of public charities) except that for purposes of this subparagraph, section 509(a)(3) shall be applied without regard to the last sentence of section 509(a).\n\n(5) Disqualified organizations For purposes of paragraph (3) an organization is a disqualified organization if it is—\n(A)\ndescribed in section 170(b)(1)(A)(i) (relating to churches),\n\n(B)\nan integrated auxiliary of a church or of a convention or association of churches, or\n\n(C)\na member of an affiliated group of organizations (within the meaning of section 4911(f)(2)) if one or more members of such group is described in subparagraph (A) or (B).\n\n(6) Years for which election is effective An election by an organization under this subsection shall be effective for all taxable years of such organization which—\n(A)\nend after the date the election is made, and\n\n(B)\nbegin before the date the election is revoked by such organization (under regulations prescribed by the Secretary).\n\n(7) No effect on certain organizations With respect to any organization for a taxable year for which—\n(A)\nsuch organization is a disqualified organization (within the meaning of paragraph (5)), or\n\n(B)\nan election under this subsection is not in effect for such organization,\n\nnothing in this subsection or in section 4911 shall be construed to affect the interpretation of the phrase, “no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation,” under subsection (c)(3).\n\n(8) Affiliated organizations\n\nFor rules regarding affiliated organizations, see section 4911(f).\n\n(i) Prohibition of discrimination by certain social clubs Notwithstanding subsection (a), an organization which is described in subsection (c)(7) shall not be exempt from taxation under subsection (a) for any taxable year if, at any time during such taxable year, the charter, bylaws, or other governing instrument, of such organization or any written policy statement of such organization contains a provision which provides for discrimination against any person on the basis of race, color, or religion. The preceding sentence to the extent it relates to discrimination on the basis of religion shall not apply to—\n(1) an auxiliary of a fraternal beneficiary society if such society—\n(A)\nis described in subsection (c)(8) and exempt from tax under subsection (a), and\n\n(B)\nlimits its membership to the members of a particular religion, or\n\n(2)\na club which in good faith limits its membership to the members of a particular religion in order to further the teachings or principles of that religion, and not to exclude individuals of a particular race or color.\n\n(j) Special rules for certain amateur sports organizations\n(1) In general In the case of a qualified amateur sports organization—\n(A)\nthe requirement of subsection (c)(3) that no part of its activities involve the provision of athletic facilities or equipment shall not apply, and\n\n(B)\nsuch organization shall not fail to meet the requirements of subsection (c)(3) merely because its membership is local or regional in nature.\n\n(2) Qualified amateur sports organization defined\n\nFor purposes of this subsection, the term “qualified amateur sports organization” means any organization organized and operated exclusively to foster national or international amateur sports competition if such organization is also organized and operated primarily to conduct national or international competition in sports or to support and develop amateur athletes for national or international competition in sports.\n\n(k) Treatment of certain organizations providing child care For purposes of subsection (c)(3) of this section and sections 170(c)(2), 2055(a)(2), and 2522(a)(2), the term “educational purposes” includes the providing of care of children away from their homes if—\n(1)\nsubstantially all of the care provided by the organization is for purposes of enabling individuals to be gainfully employed, and\n\n(2)\nthe services provided by the organization are available to the general public.\n\n(l) Government corporations exempt under subsection (c)(1) For purposes of subsection (c)(1), the following organizations are described in this subsection:\n(1)\nThe Central Liquidity Facility established under title III of the Federal Credit Union Act (12 U.S.C. 1795 et seq.).\n\n(2)\nThe Resolution Trust Corporation established under section 21A 1 of the Federal Home Loan Bank Act.\n\n(3)\nThe Resolution Funding Corporation established under section 21B of the Federal Home Loan Bank Act.\n\n(4)\nThe Patient-Centered Outcomes Research Institute established under section 1181(b) of the Social Security Act.\n\n(m) Certain organizations providing commercial-type insurance not exempt from tax\n(1) Denial of tax exemption where providing commercial-type insurance is substantial part of activities\n\nAn organization described in paragraph (3) or (4) of subsection (c) shall be exempt from tax under subsection (a) only if no substantial part of its activities consists of providing commercial-type insurance.\n\n(2) Other organizations taxed as insurance companies on insurance business In the case of an organization described in paragraph (3) or (4) of subsection (c) which is exempt from tax under subsection (a) after the application of paragraph (1) of this subsection—\n(A)\nthe activity of providing commercial-type insurance shall be treated as an unrelated trade or business (as defined in section 513), and\n\n(B)\nin lieu of the tax imposed by section 511 with respect to such activity, such organization shall be treated as an insurance company for purposes of applying subchapter L with respect to such activity.\n\n(3) Commercial-type insurance For purposes of this subsection, the term “commercial-type insurance” shall not include—\n(A)\ninsurance provided at substantially below cost to a class of charitable recipients,\n\n(B)\nincidental health insurance provided by a health maintenance organization of a kind customarily provided by such organizations,\n\n(C)\nproperty or casualty insurance provided (directly or through an organization described in section 414(e)(3)(B)(ii)) by a church or convention or association of churches for such church or convention or association of churches,\n\n(D)\nproviding retirement or welfare benefits (or both) by a church or a convention or association of churches (directly or through an organization described in section 414(e)(3)(A) or 414(e)(3)(B)(ii)) for the employees (including employees described in section 414(e)(3)(B)) of such church or convention or association of churches or the beneficiaries of such employees, and\n\n(E)\ncharitable gift annuities.\n\n(4) Insurance includes annuities\n\nFor purposes of this subsection, the issuance of annuity contracts shall be treated as providing insurance.\n\n(5) Charitable gift annuity For purposes of paragraph (3)(E), the term “charitable gift annuity” means an annuity if—\n(A)\na portion of the amount paid in connection with the issuance of the annuity is allowable as a deduction under section 170 or 2055, and\n\n(B)\nthe annuity is described in section 514(c)(5) (determined as if any amount paid in cash in connection with such issuance were property).\n\n(n) Charitable risk pools\n(1) In general For purposes of this title—\n(A)\na qualified charitable risk pool shall be treated as an organization organized and operated exclusively for charitable purposes, and\n\n(B)\nsubsection (m) shall not apply to a qualified charitable risk pool.\n\n(2) Qualified charitable risk pool For purposes of this subsection, the term “qualified charitable risk pool” means any organization—\n(A)\nwhich is organized and operated solely to pool insurable risks of its members (other than risks related to medical malpractice) and to provide information to its members with respect to loss control and risk management,\n\n(B)\nwhich is comprised solely of members that are organizations described in subsection (c)(3) and exempt from tax under subsection (a), and\n\n(C)\nwhich meets the organizational requirements of paragraph (3).\n\n(3) Organizational requirements An organization (hereinafter in this subsection referred to as the “risk pool”) meets the organizational requirements of this paragraph if—\n(A)\nsuch risk pool is organized as a nonprofit organization under State law provisions authorizing risk pooling arrangements for charitable organizations,\n\n(B)\nsuch risk pool is exempt from any income tax imposed by the State (or will be so exempt after such pool qualifies as an organization exempt from tax under this title),\n\n(C)\nsuch risk pool has obtained at least $1,000,000 in startup capital from nonmember charitable organizations,\n\n(D)\nsuch risk pool is controlled by a board of directors elected by its members, and\n\n(E) the organizational documents of such risk pool require that—\n(i)\neach member of such pool shall at all times be an organization described in subsection (c)(3) and exempt from tax under subsection (a),\n\n(ii)\nany member which receives a final determination that it no longer qualifies as an organization described in subsection (c)(3) shall immediately notify the pool of such determination and the effective date of such determination, and\n\n(iii)\neach policy of insurance issued by the risk pool shall provide that such policy will not cover the insured with respect to events occurring after the date such final determination was issued to the insured.\n\nAn organization shall not cease to qualify as a qualified charitable risk pool solely by reason of the failure of any of its members to continue to be an organization described in subsection (c)(3) if, within a reasonable period of time after such pool is notified as required under subparagraph (E)(ii), such pool takes such action as may be reasonably necessary to remove such member from such pool.\n\n(4) Other definitions For purposes of this subsection—\n(A) Startup capital\n\nThe term “startup capital” means any capital contributed to, and any program-related investments (within the meaning of section 4944(c)) made in, the risk pool before such pool commences operations.\n\n(B) Nonmember charitable organization\n\nThe term “nonmember charitable organization” means any organization which is described in subsection (c)(3) and exempt from tax under subsection (a) and which is not a member of the risk pool and does not benefit (directly or indirectly) from the insurance coverage provided by the pool to its members.\n\n(o) Treatment of hospitals participating in provider-sponsored organizations\n\nAn organization shall not fail to be treated as organized and operated exclusively for a charitable purpose for purposes of subsection (c)(3) solely because a hospital which is owned and operated by such organization participates in a provider-sponsored organization (as defined in section 1855(d) of the Social Security Act), whether or not the provider-sponsored organization is exempt from tax. For purposes of subsection (c)(3), any person with a material financial interest in such a provider-sponsored organization shall be treated as a private shareholder or individual with respect to the hospital.\n\n(p) Suspension of tax-exempt status of terrorist organizations\n(1) In general\n\nThe exemption from tax under subsection (a) with respect to any organization described in paragraph (2), and the eligibility of any organization described in paragraph (2) to apply for recognition of exemption under subsection (a), shall be suspended during the period described in paragraph (3).\n\n(2) Terrorist organizations An organization is described in this paragraph if such organization is designated or otherwise individually identified—\n(A)\nunder section 212(a)(3)(B)(vi)(II) or 219 of the Immigration and Nationality Act as a terrorist organization or foreign terrorist organization,\n\n(B)\nin or pursuant to an Executive order which is related to terrorism and issued under the authority of the International Emergency Economic Powers Act or section 5 of the United Nations Participation Act of 1945 for the purpose of imposing on such organization an economic or other sanction, or\n\n(C) in or pursuant to an Executive order issued under the authority of any Federal law if—\n(i)\nthe organization is designated or otherwise individually identified in or pursuant to such Executive order as supporting or engaging in terrorist activity (as defined in section 212(a)(3)(B) of the Immigration and Nationality Act) or supporting terrorism (as defined in section 140(d)(2) of the Foreign Relations Authorization Act, Fiscal Years 1988 and 1989); and\n\n(ii)\nsuch Executive order refers to this subsection.\n\n(3) Period of suspension With respect to any organization described in paragraph (2), the period of suspension—\n(A) begins on the later of—\n(i)\nthe date of the first publication of a designation or identification described in paragraph (2) with respect to such organization, or\n\n(ii)\nthe date of the enactment of this subsection, and\n\n(B)\nends on the first date that all designations and identifications described in paragraph (2) with respect to such organization are rescinded pursuant to the law or Executive order under which such designation or identification was made.\n\n(4) Denial of deduction\n\nNo deduction shall be allowed under any provision of this title, including sections 170, 545(b)(2), 642(c), 2055, 2106(a)(2), and 2522, with respect to any contribution to an organization described in paragraph (2) during the period described in paragraph (3).\n\n(5) Denial of administrative or judicial challenge of suspension or denial of deduction\n\nNotwithstanding section 7428 or any other provision of law, no organization or other person may challenge a suspension under paragraph (1), a designation or identification described in paragraph (2), the period of suspension described in paragraph (3), or a denial of a deduction under paragraph (4) in any administrative or judicial proceeding relating to the Federal tax liability of such organization or other person.\n\n(6) Erroneous designation\n(A) In general If—\n(i)\nthe tax exemption of any organization described in paragraph (2) is suspended under paragraph (1),\n\n(ii)\neach designation and identification described in paragraph (2) which has been made with respect to such organization is determined to be erroneous pursuant to the law or Executive order under which such designation or identification was made, and\n\n(iii)\nthe erroneous designations and identifications result in an overpayment of income tax for any taxable year by such organization,\n\ncredit or refund (with interest) with respect to such overpayment shall be made.\n\n(B) Waiver of limitations\n\nIf the credit or refund of any overpayment of tax described in subparagraph (A)(iii) is prevented at any time by the operation of any law or rule of law (including res judicata), such credit or refund may nevertheless be allowed or made if the claim therefor is filed before the close of the 1-year period beginning on the date of the last determination described in subparagraph (A)(ii).\n\n(7) Notice of suspensions\n\nIf the tax exemption of any organization is suspended under this subsection, the Internal Revenue Service shall update the listings of tax-exempt organizations and shall publish appropriate notice to taxpayers of such suspension and of the fact that contributions to such organization are not deductible during the period of such suspension.\n\n(q) Special rules for credit counseling organizations\n(1) In general An organization with respect to which the provision of credit counseling services is a substantial purpose shall not be exempt from tax under subsection (a) unless such organization is described in paragraph (3) or (4) of subsection (c) and such organization is organized and operated in accordance with the following requirements:\n(A) The organization—\n(i)\nprovides credit counseling services tailored to the specific needs and circumstances of consumers,\n\n(ii)\nmakes no loans to debtors (other than loans with no fees or interest) and does not negotiate the making of loans on behalf of debtors,\n\n(iii)\nprovides services for the purpose of improving a consumer’s credit record, credit history, or credit rating only to the extent that such services are incidental to providing credit counseling services, and\n\n(iv)\ndoes not charge any separately stated fee for services for the purpose of improving any consumer’s credit record, credit history, or credit rating.\n\n(B)\nThe organization does not refuse to provide credit counseling services to a consumer due to the inability of the consumer to pay, the ineligibility of the consumer for debt management plan enrollment, or the unwillingness of the consumer to enroll in a debt management plan.\n\n(C) The organization establishes and implements a fee policy which—\n(i)\nrequires that any fees charged to a consumer for services are reasonable,\n\n(ii)\nallows for the waiver of fees if the consumer is unable to pay, and\n\n(iii)\nexcept to the extent allowed by State law, prohibits charging any fee based in whole or in part on a percentage of the consumer’s debt, the consumer’s payments to be made pursuant to a debt management plan, or the projected or actual savings to the consumer resulting from enrolling in a debt management plan.\n\n(D) At all times the organization has a board of directors or other governing body—\n(i)\nwhich is controlled by persons who represent the broad interests of the public, such as public officials acting in their capacities as such, persons having special knowledge or expertise in credit or financial education, and community leaders,\n\n(ii)\nnot more than 20 percent of the voting power of which is vested in persons who are employed by the organization or who will benefit financially, directly or indirectly, from the organization’s activities (other than through the receipt of reasonable directors’ fees or the repayment of consumer debt to creditors other than the credit counseling organization or its affiliates), and\n\n(iii)\nnot more than 49 percent of the voting power of which is vested in persons who are employed by the organization or who will benefit financially, directly or indirectly, from the organization’s activities (other than through the receipt of reasonable directors’ fees).\n\n(E) The organization does not own more than 35 percent of—\n(i)\nthe total combined voting power of any corporation (other than a corporation which is an organization described in subsection (c)(3) and exempt from tax under subsection (a)) which is in the trade or business of lending money, repairing credit, or providing debt management plan services, payment processing, or similar services,\n\n(ii)\nthe profits interest of any partnership (other than a partnership which is an organization described in subsection (c)(3) and exempt from tax under subsection (a)) which is in the trade or business of lending money, repairing credit, or providing debt management plan services, payment processing, or similar services, and\n\n(iii)\nthe beneficial interest of any trust or estate (other than a trust which is an organization described in subsection (c)(3) and exempt from tax under subsection (a)) which is in the trade or business of lending money, repairing credit, or providing debt management plan services, payment processing, or similar services.\n\n(F)\nThe organization receives no amount for providing referrals to others for debt management plan services, and pays no amount to others for obtaining referrals of consumers.\n\n(2) Additional requirements for organizations described in subsection (c)(3)\n(A) In general In addition to the requirements under paragraph (1), an organization with respect to which the provision of credit counseling services is a substantial purpose and which is described in paragraph (3) of subsection (c) shall not be exempt from tax under subsection (a) unless such organization is organized and operated in accordance with the following requirements:\n(i)\nThe organization does not solicit contributions from consumers during the initial counseling process or while the consumer is receiving services from the organization.\n\n(ii)\nThe aggregate revenues of the organization which are from payments of creditors of consumers of the organization and which are attributable to debt management plan services do not exceed the applicable percentage of the total revenues of the organization.\n\n(B) Applicable percentage\n(i) In general\n\nFor purposes of subparagraph (A)(ii), the applicable percentage is 50 percent.\n\n(ii) Transition rule Notwithstanding clause (i), in the case of an organization with respect to which the provision of credit counseling services is a substantial purpose and which is described in paragraph (3) of subsection (c) and exempt from tax under subsection (a) on the date of the enactment of this subsection, the applicable percentage is—\n(I)\n80 percent for the first taxable year of such organization beginning after the date which is 1 year after the date of the enactment of this subsection, and\n\n(II)\n70 percent for the second such taxable year beginning after such date, and\n\n(III)\n60 percent for the third such taxable year beginning after such date.\n\n(3) Additional requirement for organizations described in subsection (c)(4)\n\nIn addition to the requirements under paragraph (1), an organization with respect to which the provision of credit counseling services is a substantial purpose and which is described in paragraph (4) of subsection (c) shall not be exempt from tax under subsection (a) unless such organization notifies the Secretary, in such manner as the Secretary may by regulations prescribe, that it is applying for recognition as a credit counseling organization.\n\n(4) Credit counseling services; debt management plan services For purposes of this subsection—\n(A) Credit counseling services The term “credit counseling services” means—\n(i)\nthe providing of educational information to the general public on budgeting, personal finance, financial literacy, saving and spending practices, and the sound use of consumer credit,\n\n(ii)\nthe assisting of individuals and families with financial problems by providing them with counseling, or\n\n(iii)\na combination of the activities described in clauses (i) and (ii).\n\n(B) Debt management plan services\n\nThe term “debt management plan services” means services related to the repayment, consolidation, or restructuring of a consumer’s debt, and includes the negotiation with creditors of lower interest rates, the waiver or reduction of fees, and the marketing and processing of debt management plans.\n\n(r) Additional requirements for certain hospitals\n(1) In general A hospital organization to which this subsection applies shall not be treated as described in subsection (c)(3) unless the organization—\n(A)\nmeets the community health needs assessment requirements described in paragraph (3),\n\n(B)\nmeets the financial assistance policy requirements described in paragraph (4),\n\n(C)\nmeets the requirements on charges described in paragraph (5), and\n\n(D)\nmeets the billing and collection requirement described in paragraph (6).\n\n(2) Hospital organizations to which subsection applies\n(A) In general This subsection shall apply to—\n(i)\nan organization which operates a facility which is required by a State to be licensed, registered, or similarly recognized as a hospital, and\n\n(ii)\nany other organization which the Secretary determines has the provision of hospital care as its principal function or purpose constituting the basis for its exemption under subsection (c)(3) (determined without regard to this subsection).\n\n(B) Organizations with more than 1 hospital facility If a hospital organization operates more than 1 hospital facility—\n(i)\nthe organization shall meet the requirements of this subsection separately with respect to each such facility, and\n\n(ii)\nthe organization shall not be treated as described in subsection (c)(3) with respect to any such facility for which such requirements are not separately met.\n\n(3) Community health needs assessments\n(A) In general An organization meets the requirements of this paragraph with respect to any taxable year only if the organization—\n(i)\nhas conducted a community health needs assessment which meets the requirements of subparagraph (B) in such taxable year or in either of the 2 taxable years immediately preceding such taxable year, and\n\n(ii)\nhas adopted an implementation strategy to meet the community health needs identified through such assessment.\n\n(B) Community health needs assessment A community health needs assessment meets the requirements of this paragraph if such community health needs assessment—\n(i)\ntakes into account input from persons who represent the broad interests of the community served by the hospital facility, including those with special knowledge of or expertise in public health, and\n\n(ii)\nis made widely available to the public.\n\n(4) Financial assistance policy An organization meets the requirements of this paragraph if the organization establishes the following policies:\n(A) Financial assistance policy A written financial assistance policy which includes—\n(i)\neligibility criteria for financial assistance, and whether such assistance includes free or discounted care,\n\n(ii)\nthe basis for calculating amounts charged to patients,\n\n(iii)\nthe method for applying for financial assistance,\n\n(iv)\nin the case of an organization which does not have a separate billing and collections policy, the actions the organization may take in the event of non-payment, including collections action and reporting to credit agencies, and\n\n(v)\nmeasures to widely publicize the policy within the community to be served by the organization.\n\n(B) Policy relating to emergency medical care\n\nA written policy requiring the organization to provide, without discrimination, care for emergency medical conditions (within the meaning of section 1867 of the Social Security Act (42 U.S.C. 1395dd)) to individuals regardless of their eligibility under the financial assistance policy described in subparagraph (A).\n\n(5) Limitation on charges An organization meets the requirements of this paragraph if the organization—\n(A)\nlimits amounts charged for emergency or other medically necessary care provided to individuals eligible for assistance under the financial assistance policy described in paragraph (4)(A) to not more than the amounts generally billed to individuals who have insurance covering such care, and\n\n(B)\nprohibits the use of gross charges.\n\n(6) Billing and collection requirements\n\nAn organization meets the requirement of this paragraph only if the organization does not engage in extraordinary collection actions before the organization has made reasonable efforts to determine whether the individual is eligible for assistance under the financial assistance policy described in paragraph (4)(A).\n\n(7) Regulatory authority\n\nThe Secretary shall issue such regulations and guidance as may be necessary to carry out the provisions of this subsection, including guidance relating to what constitutes reasonable efforts to determine the eligibility of a patient under a financial assistance policy for purposes of paragraph (6).", + "source_url": "https://www.law.cornell.edu/uscode/text/26/501" + }, + { + "key": "irc:1202", + "heading": "IRC § 1202 — Partial exclusion for gain from certain small business stock (26 U.S.C. § 1202)", + "text": "(a) Exclusion\n(1) In general In the case of a taxpayer other than a corporation, gross income shall not include—\n(A)\nexcept as provided in paragraphs (3) and (4), 50 percent of any gain from the sale or exchange of qualified small business stock acquired on or before the applicable date and held for more than 5 years, and\n\n(B)\nthe applicable percentage of any gain from the sale or exchange of qualified small business stock acquired after the applicable date and held for at least 3 years.\n\n(2) Empowerment zone businesses\n(A) In general\n\nIn the case of qualified small business stock acquired after the date of the enactment of this paragraph in a corporation which is a qualified business entity (as defined in section 1397C(b)) during substantially all of the taxpayer’s holding period for such stock, paragraph (1) shall be applied by substituting “60 percent” for “50 percent”.\n\n(B) Certain rules to apply\n\nRules similar to the rules of paragraphs (5) and (7) of section 1400B(b) (as in effect before its repeal) shall apply for purposes of this paragraph.\n\n(C) Gain after 2018 not qualified\n\nSubparagraph (A) shall not apply to gain attributable to periods after December 31, 2018.\n\n(D) Treatment of DC zone\n\nThe District of Columbia Enterprise Zone shall not be treated as an empowerment zone for purposes of this paragraph.\n\n(3) Special rules for 2009 and certain periods in 2010 In the case of qualified small business stock acquired after the date of the enactment of this paragraph and on or before the date of the enactment of the Creating Small Business Jobs Act of 2010—\n(A)\nparagraph (1)(A) shall be applied by substituting “75 percent” for “50 percent”, and\n\n(B)\nparagraph (2) shall not apply.\n\nIn the case of any stock which would be described in the preceding sentence (but for this sentence), the acquisition date for purposes of this subsection shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.\n\n(4) 100 percent exclusion for stock acquired during certain periods in 2010 and thereafter In the case of qualified small business stock acquired after the date of the enactment of the Creating Small Business Jobs Act of 2010 and on or before the applicable date—\n(A)\nparagraph (1)(A) shall be applied by substituting “100 percent” for “50 percent”,[1]\n\n(B)\nparagraph (2) shall not apply.\n\nIn the case of any stock which would be described in the preceding sentence (but for this sentence), the acquisition date for purposes of this subsection shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.\n\n(5) Applicable percentage\n\nThe applicable percentage under paragraph (1) shall be determined under the following table:\n\nYears stock held:\n\nApplicable\npercentage:\n\n3 years\n\n50%\n\n4 years\n\n75%\n\n5 years or more\n\n100%\n\n(6) Applicable date; acquisition date For purposes of this section—\n(A) Applicable date\n\nThe term “applicable date” means the date of the enactment of this paragraph.\n\n(B) Acquisition date\n\nIn the case of any stock which would (but for this paragraph) be treated as having been acquired before, on, or after the applicable date, whichever is applicable, the acquisition date for purposes of this section shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.\n\n(b) Per-issuer limitation on taxpayer’s eligible gain\n(1) In general If the taxpayer has eligible gain for the taxable year from 1 or more dispositions of stock issued by any corporation, the aggregate amount of such gain from dispositions of stock issued by such corporation which may be taken into account under subsection (a) for the taxable year shall not exceed the greater of—\n(A)\nthe applicable dollar limit for the taxable year, or\n\n(B)\n10 times the aggregate adjusted bases of qualified small business stock issued by such corporation and disposed of by the taxpayer during the taxable year.\n\nFor purposes of subparagraph (B), the adjusted basis of any stock shall be determined without regard to any addition to basis after the date on which such stock was originally issued.\n\n(2) Eligible gain\n\nFor purposes of this subsection, the term “eligible gain” means any gain from the sale or exchange of qualified small business stock held for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date).\n\n(3) Treatment of married individuals\n(A) Separate returns In the case of a separate return by a married individual for any taxable year—\n(i)\nparagraph (4)(A) shall be applied by substituting “$5,000,000” for “$10,000,000”, and\n\n(ii)\nparagraph (4)(B) shall be applied by substituting one-half of the dollar amount in effect under such paragraph for the taxable year for the amount so in effect.\n\n(B) Allocation of exclusion\n\nIn the case of any joint return, the amount of gain taken into account under subsection (a) shall be allocated equally between the spouses for purposes of applying this subsection to subsequent taxable years.\n\n(C) Marital status\n\nFor purposes of this subsection, marital status shall be determined under section 7703.\n\n(4) [2] Applicable dollar limit For purposes of paragraph (1)(A), the applicable dollar limit for any taxable year with respect to eligible gain from 1 or more dispositions by a taxpayer of qualified business stock of a corporation is—\n(A)\nif such stock was acquired by the taxpayer on or before the applicable date, $10,000,000, reduced by the aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer before, on, or after the applicable date, and\n\n(B) if such stock was acquired by the taxpayer after the applicable date, $15,000,000, reduced by the sum of—\n(i)\nthe aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer before, on, or after the applicable date, plus\n\n(ii)\nthe aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for the taxable year and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer on or before the applicable date.\n\n(5) Inflation adjustment\n(A) In general In the case of any taxable year beginning after 2026, the $15,000,000 amount in paragraph (4)(B) shall be increased by an amount equal to—\n(i)\nsuch dollar amount, multiplied by\n\n(ii)\nthe cost-of-living adjustment determined under section 1(f)(3) for the calendar year in which the taxable year begins, determined by substituting “calendar year 2025” for “calendar year 2016” in subparagraph (A)(ii) thereof.\n\nIf any increase under this subparagraph is not a multiple of $10,000, such increase shall be rounded to the nearest multiple of $10,000.\n\n(B) No increase once limit reached\n\nIf, for any taxable year, the eligible gain attributable to dispositions of stock issued by a corporation and acquired by the taxpayer after the applicable date exceeds the applicable dollar limit, then notwithstanding any increase under subparagraph (A) for any subsequent taxable year, the applicable dollar limit for such subsequent taxable year shall be zero.\n\n(4) 2 Inflation adjustment In the case of any taxable year beginning after 2026, the $75,000,000 amounts in paragraphs (1)(A) and (1)(B) shall each be increased by an amount equal to—\n(A)\nsuch dollar amount, multiplied by\n\n(B)\nthe cost-of-living adjustment determined under section 1(f)(3) for the calendar year in which the taxable year begins, determined by substituting “calendar year 2025” for “calendar year 2016” in subparagraph (A)(ii) thereof.\n\nIf any increase under this paragraph is not a multiple of $10,000, such increase shall be rounded to the nearest multiple of $10,000.\n\n(c) Qualified small business stock For purposes of this section—\n(1) In general Except as otherwise provided in this section, the term “qualified small business stock” means any stock in a C corporation which is originally issued after the date of the enactment of the Revenue Reconciliation Act of 1993, if—\n(A)\nas of the date of issuance, such corporation is a qualified small business, and\n\n(B) except as provided in subsections (f) and (h), such stock is acquired by the taxpayer at its original issue (directly or through an underwriter)—\n(i)\nin exchange for money or other property (not including stock), or\n\n(ii)\nas compensation for services provided to such corporation (other than services performed as an underwriter of such stock).\n\n(2) Active business requirement; etc.\n(A) In general\n\nStock in a corporation shall not be treated as qualified small business stock unless, during substantially all of the taxpayer’s holding period for such stock, such corporation meets the active business requirements of subsection (e) and such corporation is a C corporation.\n\n(B) Special rule for certain small business investment companies\n(i) Waiver of active business requirement\n\nNotwithstanding any provision of subsection (e), a corporation shall be treated as meeting the active business requirements of such subsection for any period during which such corporation qualifies as a specialized small business investment company.\n\n(ii) Specialized small business investment company\n\nFor purposes of clause (i), the term “specialized small business investment company” means any eligible corporation (as defined in subsection (e)(4)) which is licensed to operate under section 301(d) of the Small Business Investment Act of 1958 (as in effect on May 13, 1993).\n\n(3) Certain purchases by corporation of its own stock\n(A) Redemptions from taxpayer or related person\n\nStock acquired by the taxpayer shall not be treated as qualified small business stock if, at any time during the 4-year period beginning on the date 2 years before the issuance of such stock, the corporation issuing such stock purchased (directly or indirectly) any of its stock from the taxpayer or from a person related (within the meaning of section 267(b) or 707(b)) to the taxpayer.\n\n(B) Significant redemptions\n\nStock issued by a corporation shall not be treated as qualified business stock if, during the 2-year period beginning on the date 1 year before the issuance of such stock, such corporation made 1 or more purchases of its stock with an aggregate value (as of the time of the respective purchases) exceeding 5 percent of the aggregate value of all of its stock as of the beginning of such 2-year period.\n\n(C) Treatment of certain transactions\n\nIf any transaction is treated under section 304(a) as a distribution in redemption of the stock of any corporation, for purposes of subparagraphs (A) and (B), such corporation shall be treated as purchasing an amount of its stock equal to the amount treated as such a distribution under section 304(a).\n\n(d) Qualified small business For purposes of this section—\n(1) In general The term “qualified small business” means any domestic corporation which is a C corporation if—\n(A)\nthe aggregate gross assets of such corporation (or any predecessor thereof) at all times on or after the date of the enactment of the Revenue Reconciliation Act of 1993 and before the issuance did not exceed $75,000,000,\n\n(B)\nthe aggregate gross assets of such corporation immediately after the issuance (determined by taking into account amounts received in the issuance) do not exceed $75,000,000, and\n\n(C)\nsuch corporation agrees to submit such reports to the Secretary and to shareholders as the Secretary may require to carry out the purposes of this section.\n\n(2) Aggregate gross assets\n(A) In general\n\nFor purposes of paragraph (1), the term “aggregate gross assets” means the amount of cash and the aggregate adjusted bases of other property held by the corporation.\n\n(B) Treatment of contributed property\n\nFor purposes of subparagraph (A), the adjusted basis of any property contributed to the corporation (or other property with a basis determined in whole or in part by reference to the adjusted basis of property so contributed) shall be determined as if the basis of the property contributed to the corporation (immediately after such contribution) were equal to its fair market value as of the time of such contribution.\n\n(3) Aggregation rules\n(A) In general\n\nAll corporations which are members of the same parent-subsidiary controlled group shall be treated as 1 corporation for purposes of this subsection.\n\n(B) Parent-subsidiary controlled group For purposes of subparagraph (A), the term “parent-subsidiary controlled group” means any controlled group of corporations as defined in section 1563(a)(1), except that—\n(i)\n“more than 50 percent” shall be substituted for “at least 80 percent” each place it appears in section 1563(a)(1), and\n\n(ii)\nsection 1563(a)(4) shall not apply.\n\n(e) Active business requirement\n(1) In general For purposes of subsection (c)(2), the requirements of this subsection are met by a corporation for any period if during such period—\n(A)\nat least 80 percent (by value) of the assets of such corporation are used by such corporation in the active conduct of 1 or more qualified trades or businesses, and\n\n(B)\nsuch corporation is an eligible corporation.\n\n(2) Special rule for certain activities For purposes of paragraph (1), if, in connection with any future qualified trade or business, a corporation is engaged in—\n(A)\nstart-up activities described in section 195(c)(1)(A),\n\n(B)\nactivities resulting in the payment or incurring of expenditures which are treated as foreign research or experimental expenditures under section 174 or domestic research or experimental expenditures under section 174A, or\n\n(C)\nactivities with respect to in-house research expenses described in section 41(b)(4),\n\nassets used in such activities shall be treated as used in the active conduct of a qualified trade or business. Any determination under this paragraph shall be made without regard to whether a corporation has any gross income from such activities at the time of the determination.\n\n(3) Qualified trade or business For purposes of this subsection, the term “qualified trade or business” means any trade or business other than—\n(A)\nany trade or business involving the performance of services in the fields of health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, brokerage services, or any trade or business where the principal asset of such trade or business is the reputation or skill of 1 or more of its employees,\n\n(B)\nany banking, insurance, financing, leasing, investing, or similar business,\n\n(C)\nany farming business (including the business of raising or harvesting trees),\n\n(D)\nany business involving the production or extraction of products of a character with respect to which a deduction is allowable under section 613 or 613A, and\n\n(E)\nany business of operating a hotel, motel, restaurant, or similar business.\n\n(4) Eligible corporation For purposes of this subsection, the term “eligible corporation” means any domestic corporation; except that such term shall not include—\n(A)\na DISC or former DISC,\n\n(B)\na regulated investment company, real estate investment trust, or REMIC, and\n\n(C)\na cooperative.\n\n(5) Stock in other corporations\n(A) Look-thru in case of subsidiaries\n\nFor purposes of this subsection, stock and debt in any subsidiary corporation shall be disregarded and the parent corporation shall be deemed to own its ratable share of the subsidiary’s assets, and to conduct its ratable share of the subsidiary’s activities.\n\n(B) Portfolio stock or securities\n\nA corporation shall be treated as failing to meet the requirements of paragraph (1) for any period during which more than 10 percent of the value of its assets (in excess of liabilities) consists of stock or securities in other corporations which are not subsidiaries of such corporation (other than assets described in paragraph (6)).\n\n(C) Subsidiary\n\nFor purposes of this paragraph, a corporation shall be considered a subsidiary if the parent owns more than 50 percent of the combined voting power of all classes of stock entitled to vote, or more than 50 percent in value of all outstanding stock, of such corporation.\n\n(6) Working capital For purposes of paragraph (1)(A), any assets which—\n(A)\nare held as a part of the reasonably required working capital needs of a qualified trade or business of the corporation, or\n\n(B)\nare held for investment and are reasonably expected to be used within 2 years to finance research and experimentation in a qualified trade or business or increases in working capital needs of a qualified trade or business,\n\nshall be treated as used in the active conduct of a qualified trade or business. For periods after the corporation has been in existence for at least 2 years, in no event may more than 50 percent of the assets of the corporation qualify as used in the active conduct of a qualified trade or business by reason of this paragraph.\n\n(7) Maximum real estate holdings\n\nA corporation shall not be treated as meeting the requirements of paragraph (1) for any period during which more than 10 percent of the total value of its assets consists of real property which is not used in the active conduct of a qualified trade or business. For purposes of the preceding sentence, the ownership of, dealing in, or renting of real property shall not be treated as the active conduct of a qualified trade or business.\n\n(8) Computer software royalties\n\nFor purposes of paragraph (1), rights to computer software which produces active business computer software royalties (within the meaning of section 543(d)(1)) shall be treated as an asset used in the active conduct of a trade or business.\n\n(f) Stock acquired on conversion of other stock If any stock in a corporation is acquired solely through the conversion of other stock in such corporation which is qualified small business stock in the hands of the taxpayer—\n(1)\nthe stock so acquired shall be treated as qualified small business stock in the hands of the taxpayer, and\n\n(2)\nthe stock so acquired shall be treated as having been held during the period during which the converted stock was held.\n\n(g) Treatment of pass-thru entities\n(1) In general If any amount included in gross income by reason of holding an interest in a pass-thru entity meets the requirements of paragraph (2)—\n(A)\nsuch amount shall be treated as gain described in subsection (a), and\n\n(B)\nfor purposes of applying subsection (b), such amount shall be treated as gain from a disposition of stock in the corporation issuing the stock disposed of by the pass-thru entity and the taxpayer’s proportionate share of the adjusted basis of the pass-thru entity in such stock shall be taken into account.\n\n(2) Requirements An amount meets the requirements of this paragraph if—\n(A)\nsuch amount is attributable to gain on the sale or exchange by the pass-thru entity of stock which is qualified small business stock in the hands of such entity (determined by treating such entity as an individual) and which was held by such entity for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date), and\n\n(B)\nsuch amount is includible in the gross income of the taxpayer by reason of the holding of an interest in such entity which was held by the taxpayer on the date on which such pass-thru entity acquired such stock and at all times thereafter before the disposition of such stock by such pass-thru entity.\n\n(3) Limitation based on interest originally held by taxpayer\n\nParagraph (1) shall not apply to any amount to the extent such amount exceeds the amount to which paragraph (1) would have applied if such amount were determined by reference to the interest the taxpayer held in the pass-thru entity on the date the qualified small business stock was acquired.\n\n(4) Pass-thru entity For purposes of this subsection, the term “pass-thru entity” means—\n(A)\nany partnership,\n\n(B)\nany S corporation,\n\n(C)\nany regulated investment company, and\n\n(D)\nany common trust fund.\n\n(h) Certain tax-free and other transfers For purposes of this section—\n(1) In general In the case of a transfer described in paragraph (2), the transferee shall be treated as—\n(A)\nhaving acquired such stock in the same manner as the transferor, and\n\n(B)\nhaving held such stock during any continuous period immediately preceding the transfer during which it was held (or treated as held under this subsection) by the transferor.\n\n(2) Description of transfers A transfer is described in this subsection if such transfer is—\n(A)\nby gift,\n\n(B)\nat death, or\n\n(C)\nfrom a partnership to a partner of stock with respect to which requirements similar to the requirements of subsection (g) are met at the time of the transfer (without regard to the 5-year holding period requirement).\n\n(3) Certain rules made applicable\n\nRules similar to the rules of section 1244(d)(2) shall apply for purposes of this section.\n\n(4) Incorporations and reorganizations involving nonqualified stock\n(A) In general\n\nIn the case of a transaction described in section 351 or a reorganization described in section 368, if qualified small business stock is exchanged for other stock which would not qualify as qualified small business stock but for this subparagraph, such other stock shall be treated as qualified small business stock acquired on the date on which the exchanged stock was acquired.\n\n(B) Limitation\n\nThis section shall apply to gain from the sale or exchange of stock treated as qualified small business stock by reason of subparagraph (A) only to the extent of the gain which would have been recognized at the time of the transfer described in subparagraph (A) if section 351 or 368 had not applied at such time. The preceding sentence shall not apply if the stock which is treated as qualified small business stock by reason of subparagraph (A) is issued by a corporation which (as of the time of the transfer described in subparagraph (A)) is a qualified small business.\n\n(C) Successive application\n\nFor purposes of this paragraph, stock treated as qualified small business stock under subparagraph (A) shall be so treated for subsequent transactions or reorganizations, except that the limitation of subparagraph (B) shall be applied as of the time of the first transfer to which such limitation applied (determined after the application of the second sentence of subparagraph (B)).\n\n(D) Control test\n\nIn the case of a transaction described in section 351, this paragraph shall apply only if, immediately after the transaction, the corporation issuing the stock owns directly or indirectly stock representing control (within the meaning of section 368(c)) of the corporation whose stock was exchanged.\n\n(i) Basis rules For purposes of this section—\n(1) Stock exchanged for property In the case where the taxpayer transfers property (other than money or stock) to a corporation in exchange for stock in such corporation—\n(A)\nsuch stock shall be treated as having been acquired by the taxpayer on the date of such exchange, and\n\n(B)\nthe basis of such stock in the hands of the taxpayer shall in no event be less than the fair market value of the property exchanged.\n\n(2) Treatment of contributions to capital\n\nIf the adjusted basis of any qualified small business stock is adjusted by reason of any contribution to capital after the date on which such stock was originally issued, in determining the amount of the adjustment by reason of such contribution, the basis of the contributed property shall in no event be treated as less than its fair market value on the date of the contribution.\n\n(j) Treatment of certain short positions\n(1) In general If the taxpayer has an offsetting short position with respect to any qualified small business stock, subsection (a) shall not apply to any gain from the sale or exchange of such stock unless—\n(A)\nsuch stock was held by the taxpayer for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date) as of the first day on which there was such a short position, and\n\n(B)\nthe taxpayer elects to recognize gain as if such stock were sold on such first day for its fair market value.\n\n(2) Offsetting short position For purposes of paragraph (1), the taxpayer shall be treated as having an offsetting short position with respect to any qualified small business stock if—\n(A)\nthe taxpayer has made a short sale of substantially identical property,\n\n(B)\nthe taxpayer has acquired an option to sell substantially identical property at a fixed price, or\n\n(C)\nto the extent provided in regulations, the taxpayer has entered into any other transaction which substantially reduces the risk of loss from holding such qualified small business stock.\n\nFor purposes of the preceding sentence, any reference to the taxpayer shall be treated as including a reference to any person who is related (within the meaning of section 267(b) or 707(b)) to the taxpayer.\n\n(k) Regulations\n\nThe Secretary shall prescribe such regulations as may be appropriate to carry out the purposes of this section, including regulations to prevent the avoidance of the purposes of this section through split-ups, shell corporations, partnerships, or otherwise.", + "source_url": "https://www.law.cornell.edu/uscode/text/26/1202" + }, + { + "key": "irc:83", + "heading": "IRC § 83 — Property transferred in connection with performance of services (26 U.S.C. § 83)", + "text": "(a) General rule\nIf, in connection with the performance of services, property is transferred to any person other than the person for whom such services are performed, the excess of—\n\n(1)\n\nthe fair market value of such property (determined without regard to any restriction other than a restriction which by its terms will never lapse) at the first time the rights of the person having the beneficial interest in such property are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, over\n\n(2)\n\nthe amount (if any) paid for such property,\n\nshall be included in the gross income of the person who performed such services in the first taxable year in which the rights of the person having the beneficial interest in such property are transferable or are not subject to a substantial risk of forfeiture, whichever is applicable. The preceding sentence shall not apply if such person sells or otherwise disposes of such property in an arm’s length transaction before his rights in such property become transferable or not subject to a substantial risk of forfeiture.\n\n(b) Election to include in gross income in year of transfer\n\n(1) In general\nAny person who performs services in connection with which property is transferred to any person may elect to include in his gross income for the taxable year in which such property is transferred, the excess of—\n\n(A)\n\nthe fair market value of such property at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse), over\n\n(B)\n\nthe amount (if any) paid for such property.\n\nIf such election is made, subsection (a) shall not apply with respect to the transfer of such property, and if such property is subsequently forfeited, no deduction shall be allowed in respect of such forfeiture.\n\n(2) Election\n\nAn election under paragraph (1) with respect to any transfer of property shall be made in such manner as the Secretary prescribes and shall be made not later than 30 days after the date of such transfer. Such election may not be revoked except with the consent of the Secretary.\n\n(c) Special rules\nFor purposes of this section—\n\n(1) Substantial risk of forfeiture\n\nThe rights of a person in property are subject to a substantial risk of forfeiture if such person’s rights to full enjoyment of such property are conditioned upon the future performance of substantial services by any individual.\n\n(2) Transferability of property\n\nThe rights of a person in property are transferable only if the rights in such property of any transferee are not subject to a substantial risk of forfeiture.\n\n(3) Sales which may give rise to suit under section 16(b) of the Securities Exchange Act of 1934\nSo long as the sale of property at a profit could subject a person to suit under section 16(b) of the Securities Exchange Act of 1934, such person’s rights in such property are—\n\n(A)\n\nsubject to a substantial risk of forfeiture, and\n\n(B)\n\nnot transferable.\n\n(4)\n\nFor purposes of determining an individual’s basis in property transferred in connection with the performance of services, rules similar to the rules of section 72(w) shall apply.\n\n(d) Certain restrictions which will never lapse\n\n(1) Valuation\n\nIn the case of property subject to a restriction which by its terms will never lapse, and which allows the transferee to sell such property only at a price determined under a formula, the price so determined shall be deemed to be the fair market value of the property unless established to the contrary by the Secretary, and the burden of proof shall be on the Secretary with respect to such value.\n\n(2) Cancellation\nIf, in the case of property subject to a restriction which by its terms will never lapse, the restriction is canceled, then, unless the taxpayer establishes—\n\n(A)\n\nthat such cancellation was not compensatory, and\n\n(B)\n\nthat the person, if any, who would be allowed a deduction if the cancellation were treated as compensatory, will treat the transaction as not compensatory, as evidenced in such manner as the Secretary shall prescribe by regulations,\n\nthe excess of the fair market value of the property (computed without regard to the restrictions) at the time of cancellation over the sum of—\n\n(C)\n\nthe fair market value of such property (computed by taking the restriction into account) immediately before the cancellation, and\n\n(D)\n\nthe amount, if any, paid for the cancellation,\n\nshall be treated as compensation for the taxable year in which such cancellation occurs.\n\n(e) Applicability of section\nThis section shall not apply to—\n\n(1)\n\na transaction to which section 421 applies,\n\n(2)\n\na transfer to or from a trust described in section 401(a) or a transfer under an annuity plan which meets the requirements of section 404(a)(2),\n\n(3)\n\nthe transfer of an option without a readily ascertainable fair market value,\n\n(4)\n\nthe transfer of property pursuant to the exercise of an option with a readily ascertainable fair market value at the date of grant, or\n\n(5)\n\ngroup-term life insurance to which section 79 applies.\n\n(f) Holding period\n\nIn determining the period for which the taxpayer has held property to which subsection (a) applies, there shall be included only the period beginning at the first time his rights in such property are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier.\n\n(g) Certain exchanges\nIf property to which subsection (a) applies is exchanged for property subject to restrictions and conditions substantially similar to those to which the property given in such exchange was subject, and if section 354, 355, 356, or 1036 (or so much of section 1031 as relates to section 1036) applied to such exchange, or if such exchange was pursuant to the exercise of a conversion privilege—\n\n(1)\n\nsuch exchange shall be disregarded for purposes of subsection (a), and\n\n(2)\n\nthe property received shall be treated as property to which subsection (a) applies.\n\n(h) Deduction by employer\n\nIn the case of a transfer of property to which this section applies or a cancellation of a restriction described in subsection (d), there shall be allowed as a deduction under section 162, to the person for whom were performed the services in connection with which such property was transferred, an amount equal to the amount included under subsection (a), (b), or (d)(2) in the gross income of the person who performed such services. Such deduction shall be allowed for the taxable year of such person in which or with which ends the taxable year in which such amount is included in the gross income of the person who performed such services.\n\n(i) Qualified equity grants\n\n(1) In general\nFor purposes of this subtitle—\n\n(A) Timing of inclusion\n\nIf qualified stock is transferred to a qualified employee who makes an election with respect to such stock under this subsection, subsection (a) shall be applied by including the amount determined under such subsection with respect to such stock in income of the employee in the taxable year determined under subparagraph (B) in lieu of the taxable year described in subsection (a).\n\n(B) Taxable year determined\nThe taxable year determined under this subparagraph is the taxable year of the employee which includes the earliest of—\n\n(i)\n\nthe first date such qualified stock becomes transferable (including, solely for purposes of this clause, becoming transferable to the employer),\n\n(ii)\n\nthe date the employee first becomes an excluded employee,\n\n(iii)\n\nthe first date on which any stock of the corporation which issued the qualified stock becomes readily tradable on an established securities market (as determined by the Secretary, but not including any market unless such market is recognized as an established securities market by the Secretary for purposes of a provision of this title other than this subsection),\n\n(iv)\n\nthe date that is 5 years after the first date the rights of the employee in such stock are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, or\n\n(v)\n\nthe date on which the employee revokes (at such time and in such manner as the Secretary provides) the election under this subsection with respect to such stock.\n\n(2) Qualified stock\n\n(A) In general\nFor purposes of this subsection, the term “qualified stock” means, with respect to any qualified employee, any stock in a corporation which is the employer of such employee, if—\n\n(i)\nsuch stock is received—\n\n(I)\n\nin connection with the exercise of an option, or\n\n(II)\n\nin settlement of a restricted stock unit, and\n\n(ii)\nsuch option or restricted stock unit was granted by the corporation—\n\n(I)\n\nin connection with the performance of services as an employee, and\n\n(II)\n\nduring a calendar year in which such corporation was an eligible corporation.\n\n(B) Limitation\n\nThe term “qualified stock” shall not include any stock if the employee may sell such stock to, or otherwise receive cash in lieu of stock from, the corporation at the time that the rights of the employee in such stock first become transferable or not subject to a substantial risk of forfeiture.\n\n(C) Eligible corporation\nFor purposes of subparagraph (A)(ii)(II)—\n\n(i) In general\nThe term “eligible corporation” means, with respect to any calendar year, any corporation if—\n\n(I)\n\nno stock of such corporation (or any predecessor of such corporation) is readily tradable on an established securities market (as determined under paragraph (1)(B)(iii)) during any preceding calendar year, and\n\n(II)\n\nsuch corporation has a written plan under which, in such calendar year, not less than 80 percent of all employees who provide services to such corporation in the United States (or any possession of the United States) are granted stock options, or are granted restricted stock units, with the same rights and privileges to receive qualified stock.\n\n(ii) Same rights and privileges\nFor purposes of clause (i)(II)—\n\n(I)\n\nexcept as provided in subclauses (II) and (III), the determination of rights and privileges with respect to stock shall be made in a similar manner as under section 423(b)(5),\n\n(II)\n\nemployees shall not fail to be treated as having the same rights and privileges to receive qualified stock solely because the number of shares available to all employees is not equal in amount, so long as the number of shares available to each employee is more than a de minimis amount, and\n\n(III)\n\nrights and privileges with respect to the exercise of an option shall not be treated as the same as rights and privileges with respect to the settlement of a restricted stock unit.\n\n(iii) Employee\n\nFor purposes of clause (i)(II), the term “employee” shall not include any employee described in section 4980E(d)(4) or any excluded employee.\n\n(iv) Special rule for calendar years before 2018\n\nIn the case of any calendar year beginning before January 1, 2018, clause (i)(II) shall be applied without regard to whether the rights and privileges with respect to the qualified stock are the same.\n\n(3) Qualified employee; excluded employee\nFor purposes of this subsection—\n\n(A) In general\nThe term “qualified employee” means any individual who—\n\n(i)\n\nis not an excluded employee, and\n\n(ii)\n\nagrees in the election made under this subsection to meet such requirements as are determined by the Secretary to be necessary to ensure that the withholding requirements of the corporation under chapter 24 with respect to the qualified stock are met.\n\n(B) Excluded employee\nThe term “excluded employee” means, with respect to any corporation, any individual—\n\n(i)\n\nwho is a 1-percent owner (within the meaning of section 416(i)(1)(B)(ii)) at any time during the calendar year or who was such a 1 percent owner at any time during the 10 preceding calendar years,\n\n(ii)\nwho is or has been at any prior time—\n\n(I)\n\nthe chief executive officer of such corporation or an individual acting in such a capacity, or\n\n(II)\n\nthe chief financial officer of such corporation or an individual acting in such a capacity,\n\n(iii)\n\nwho bears a relationship described in section 318(a)(1) to any individual described in subclause (I) or (II) of clause (ii), or\n\n(iv)\n\nwho is one of the 4 highest compensated officers of such corporation for the taxable year, or was one of the 4 highest compensated officers of such corporation for any of the 10 preceding taxable years, determined with respect to each such taxable year on the basis of the shareholder disclosure rules for compensation under the Securities Exchange Act of 1934 (as if such rules applied to such corporation).\n\n(4) Election\n\n(A) Time for making election\n\nAn election with respect to qualified stock shall be made under this subsection no later than 30 days after the first date the rights of the employee in such stock are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, and shall be made in a manner similar to the manner in which an election is made under subsection (b).\n\n(B) Limitations\nNo election may be made under this section with respect to any qualified stock if—\n\n(i)\n\nthe qualified employee has made an election under subsection (b) with respect to such qualified stock,\n\n(ii)\n\nany stock of the corporation which issued the qualified stock is readily tradable on an established securities market (as determined under paragraph (1)(B)(iii)) at any time before the election is made, or\n\n(iii)\nsuch corporation purchased any of its outstanding stock in the calendar year preceding the calendar year which includes the first date the rights of the employee in such stock are transferable or are not subject to a substantial risk of forfeiture, unless—\n\n(I)\n\nnot less than 25 percent of the total dollar amount of the stock so purchased is deferral stock, and\n\n(II)\n\nthe determination of which individuals from whom deferral stock is purchased is made on a reasonable basis.\n\n(C) Definitions and special rules related to limitation on stock redemptions\n\n(i) Deferral stock\n\nFor purposes of this paragraph, the term “deferral stock” means stock with respect to which an election is in effect under this subsection.\n\n(ii) Deferral stock with respect to any individual not taken into account if individual holds deferral stock with longer deferral period\n\nStock purchased by a corporation from any individual shall not be treated as deferral stock for purposes of subparagraph (B)(iii) if such individual (immediately after such purchase) holds any deferral stock with respect to which an election has been in effect under this subsection for a longer period than the election with respect to the stock so purchased.\n\n(iii) Purchase of all outstanding deferral stock\n\nThe requirements of subclauses (I) and (II) of subparagraph (B)(iii) shall be treated as met if the stock so purchased includes all of the corporation’s outstanding deferral stock.\n\n(iv) Reporting\n\nAny corporation which has outstanding deferral stock as of the beginning of any calendar year and which purchases any of its outstanding stock during such calendar year shall include on its return of tax for the taxable year in which, or with which, such calendar year ends the total dollar amount of its outstanding stock so purchased during such calendar year and such other information as the Secretary requires for purposes of administering this paragraph.\n\n(5) Controlled groups\n\nFor purposes of this subsection, all persons treated as a single employer under section 414(b) shall be treated as 1 corporation.\n\n(6) Notice requirement\nAny corporation which transfers qualified stock to a qualified employee shall, at the time that (or a reasonable period before) an amount attributable to such stock would (but for this subsection) first be includible in the gross income of such employee—\n\n(A)\n\ncertify to such employee that such stock is qualified stock, and\n\n(B)\nnotify such employee—\n\n(i)\n\nthat the employee may be eligible to elect to defer income on such stock under this subsection, and\n\n(ii)\nthat, if the employee makes such an election—\n\n(I)\n\nthe amount of income recognized at the end of the deferral period will be based on the value of the stock at the time at which the rights of the employee in such stock first become transferable or not subject to substantial risk of forfeiture, notwithstanding whether the value of the stock has declined during the deferral period,\n\n(II)\n\nthe amount of such income recognized at the end of the deferral period will be subject to withholding under section 3401(i) at the rate determined under section 3402(t), and\n\n(III)\n\nthe responsibilities of the employee (as determined by the Secretary under paragraph (3)(A)(ii)) with respect to such withholding.\n\n(7) Restricted stock units\n\nThis section (other than this subsection), including any election under subsection (b), shall not apply to restricted stock units.", + "source_url": "https://www.law.cornell.edu/uscode/text/26/83" + } + ] +} diff --git a/demo/authority_seeds/sec-rule.json b/demo/authority_seeds/sec-rule.json new file mode 100644 index 000000000..f6ff2625b --- /dev/null +++ b/demo/authority_seeds/sec-rule.json @@ -0,0 +1,85 @@ +{ + "corpus_title": "SEC Rules — Securities Offering & Trading (17 C.F.R.)", + "authority": "sec-rule", + "aliases": [], + "sections": [ + { + "key": "sec-rule:504", + "heading": "Rule 504 — Exemption for limited offerings and sales of securities not exceeding $10,000,000 (17 C.F.R. § 230.504)", + "text": "(a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this § 230.504 by an issuer that is not:\n\n(1) Subject to the reporting requirements of section 13 or 15(d) of the Exchange Act,;\n\n(2) An investment company; or\n\n(3) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, shall be exempt from the provision of section 5 of the Act under section 3(b) of the Act.\n\n(b) Conditions to be met—(1) General conditions. To qualify for exemption under this § 230.504, offers and sales must satisfy the terms and conditions of §§ 230.501 and 230.502 (a), (c) and (d), except that the provisions of § 230.502 (c) and (d) will not apply to offers and sales of securities under this § 230.504 that are made:\n\n(i) Exclusively in one or more states that provide for the registration of the securities, and require the public filing and delivery to investors of a substantive disclosure document before sale, and are made in accordance with those state provisions;\n\n(ii) In one or more states that have no provision for the registration of the securities or the public filing or delivery of a disclosure document before sale, if the securities have been registered in at least one state that provides for such registration, public filing and delivery before sale, offers and sales are made in that state in accordance with such provisions, and the disclosure document is delivered before sale to all purchasers (including those in the states that have no such procedure); or\n\n(iii) Exclusively according to state law exemptions from registration that permit general solicitation and general advertising so long as sales are made only to “accredited investors” as defined in § 230.501(a).\n\n(2) Offering limit. The aggregate offering price for an offering of securities under this § 230.504, as defined in § 230.501(c), shall not exceed $10,000,000, less the aggregate offering price for all securities sold within the 12 months before the start of and during the offering of securities under this § 230.504 or in violation of section 5(a) of the Securities Act.\n\nInstruction to paragraph (b)(2): If a transaction under § 230.504 fails to meet the limitation on the aggregate offering price, it does not affect the availability of this § 230.504 for the other transactions considered in applying such limitation. For example, if an issuer sold $10,000,000 of its securities on June 1, 2021, under this § 230.504 and an additional $500,000 of its securities on December 1, 2021, this § 230.504 would not be available for the later sale, but would still be applicable to the June 1, 2021, sale.\n\n(3) Disqualifications. No exemption under this section shall be available for the securities of any issuer if such issuer would be subject to disqualification under § 230.506(d) on or after January 20, 2017; provided that disclosure of prior “bad actor” events shall be required in accordance with § 230.506(e).\n\nInstruction to paragraph (b)(3): For purposes of disclosure of prior “bad actor” events pursuant to § 230.506(e), an issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under this paragraph (b)(3) but occurred before January 20, 2017.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.504" + }, + { + "key": "sec-rule:506", + "heading": "Rule 506 — Exemption for limited offers and sales without regard to dollar amount of offering (17 C.F.R. § 230.506)", + "text": "(a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in paragraph (b) or (c) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(a)(2) of the Act.\n\n(b) Conditions to be met in offerings subject to limitation on manner of offering—(1) General conditions. To qualify for an exemption under this section, offers and sales must satisfy all the terms and conditions of §§ 230.501 and 230.502.\n\n(2) Specific conditions— (i) Limitation on number of purchasers. There are no more than, or the issuer reasonably believes that there are no more than, 35 purchasers of securities from the issuer in offerings under this section in any 90-calendar-day period.\n\nNote 1 to paragraph (b)(2)(i):\n\nSee § 230.501(e) for the calculation of the number of purchasers and § 230.502(a) for what may or may not constitute an offering under paragraph (b) of this section.\n\n(ii) Nature of purchasers. Each purchaser who is not an accredited investor either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within this description.\n\n(c) Conditions to be met in offerings not subject to limitation on manner of offering—(1) General conditions. To qualify for exemption under this section, sales must satisfy all the terms and conditions of §§ 230.501 and 230.502(a) and (d).\n\n(2) Specific conditions—(i) Nature of purchasers. All purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors.\n\n(ii) Verification of accredited investor status. The issuer shall take reasonable steps to verify that purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors. The issuer shall be deemed to take reasonable steps to verify if the issuer uses, at its option, one of the following non-exclusive and non-mandatory methods of verifying that a natural person who purchases securities in such offering is an accredited investor; provided, however, that the issuer does not have knowledge that such person is not an accredited investor:\n\n(A) In regard to whether the purchaser is an accredited investor on the basis of income, reviewing any Internal Revenue Service form that reports the purchaser's income for the two most recent years (including, but not limited to, Form W-2, Form 1099, Schedule K-1 to Form 1065, and Form 1040) and obtaining a written representation from the purchaser that he or she has a reasonable expectation of reaching the income level necessary to qualify as an accredited investor during the current year;\n\n(B) In regard to whether the purchaser is an accredited investor on the basis of net worth, reviewing one or more of the following types of documentation dated within the prior three months and obtaining a written representation from the purchaser that all liabilities necessary to make a determination of net worth have been disclosed:\n\n(1) With respect to assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties; and\n\n(2) With respect to liabilities: A consumer report from at least one of the nationwide consumer reporting agencies;\n\n(C) Obtaining a written confirmation from one of the following persons or entities that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the prior three months and has determined that such purchaser is an accredited investor:\n\n(1) A registered broker-dealer;\n\n(2) An investment adviser registered with the Securities and Exchange Commission;\n\n(3) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law; or\n\n(4) A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office;\n\n(D) In regard to any person who purchased securities in an issuer's Rule 506(b) offering as an accredited investor prior to September 23, 2013 and continues to hold such securities, for the same issuer's Rule 506(c) offering, obtaining a certification by such person at the time of sale that he or she qualifies as an accredited investor; or\n\n(E) In regard to any person that the issuer previously took reasonable steps to verify as an accredited investor in accordance with this paragraph (c)(2)(ii), so long as the issuer is not aware of information to the contrary, obtaining a written representation from such person at the time of sale that he or she qualifies as an accredited investor. A written representation under this method of verification will satisfy the issuer's obligation to verify the person's accredited investor status for a period of five years from the date the person was previously verified as an accredited investor.\n\nInstructions to paragraph (c)(2)(ii): of this section.\n\n1. The issuer is not required to use any of these methods in verifying the accredited investor status of natural persons who are purchasers. These methods are examples of the types of non-exclusive and non-mandatory methods that satisfy the verification requirement in § 230.506(c)(2)(ii).\n\n2. In the case of a person who qualifies as an accredited investor based on joint income with that person's spouse, the issuer would be deemed to satisfy the verification requirement in § 230.506(c)(2)(ii)(A) by reviewing copies of Internal Revenue Service forms that report income for the two most recent years in regard to, and obtaining written representations from, both the person and the spouse.\n\n3. In the case of a person who qualifies as an accredited investor based on joint net worth with that person's spouse, the issuer would be deemed to satisfy the verification requirement in § 230.506(c)(2)(ii)(B) by reviewing such documentation in regard to, and obtaining written representations from, both the person and the spouse.\n\n(d) “Bad Actor” disqualification.\n\n(1) No exemption under this section shall be available for a sale of securities if the issuer; any predecessor of the issuer; any affiliated issuer; any director, executive officer, other officer participating in the offering, general partner or managing member of the issuer; any beneficial owner of 20% or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of such sale; any investment manager of an issuer that is a pooled investment fund; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; any general partner or managing member of any such investment manager or solicitor; or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor:\n\n(i) Has been convicted, within ten years before such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:\n\n(A) In connection with the purchase or sale of any security;\n\n(B) Involving the making of any false filing with the Commission; or\n\n(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;\n\n(ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before such sale, that, at the time of such sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:\n\n(A) In connection with the purchase or sale of any security;\n\n(B) Involving the making of any false filing with the Commission; or\n\n(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;\n\n(iii) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:\n\n(A) At the time of such sale, bars the person from:\n\n(1) Association with an entity regulated by such commission, authority, agency, or officer;\n\n(2) Engaging in the business of securities, insurance or banking; or\n\n(3) Engaging in savings association or credit union activities; or\n\n(B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before such sale;\n\n(iv) Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of such sale:\n\n(A) Suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser;\n\n(B) Places limitations on the activities, functions or operations of such person; or\n\n(C) Bars such person from being associated with any entity or from participating in the offering of any penny stock;\n\n(v) Is subject to any order of the Commission entered within five years before such sale that, at the time of such sale, orders the person to cease and desist from committing or causing a violation or future violation of:\n\n(A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or\n\n(B) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).\n\n(vi) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;\n\n(vii) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before such sale, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or\n\n(viii) Is subject to a United States Postal Service false representation order entered within five years before such sale, or is, at the time of such sale, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.\n\n(2) Paragraph (d)(1) of this section shall not apply:\n\n(i) With respect to any conviction, order, judgment, decree, suspension, expulsion or bar that occurred or was issued before September 23, 2013;\n\n(ii) Upon a showing of good cause and without prejudice to any other action by the Commission, if the Commission determines that it is not necessary under the circumstances that an exemption be denied;\n\n(iii) If, before the relevant sale, the court or regulatory authority that entered the relevant order, judgment or decree advises in writing (whether contained in the relevant judgment, order or decree or separately to the Commission or its staff) that disqualification under paragraph (d)(1) of this section should not arise as a consequence of such order, judgment or decree; or\n\n(iv) If the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed under paragraph (d)(1) of this section.\n\nInstruction to paragraph (d)(2)(iv). An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.\n\n(3) For purposes of paragraph (d)(1) of this section, events relating to any affiliated issuer that occurred before the affiliation arose will be not considered disqualifying if the affiliated entity is not:\n\n(i) In control of the issuer; or\n\n(ii) Under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.\n\n(e) Disclosure of prior “bad actor” events. The issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under paragraph (d)(1) of this section but occurred before September 23, 2013. The failure to furnish such information timely shall not prevent an issuer from relying on this section if the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known of the existence of the undisclosed matter or matters.\n\nInstruction to paragraph (e). An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.506" + }, + { + "key": "sec-rule:144", + "heading": "Rule 144 — Persons deemed not to be engaged in a distribution and therefore not underwriters (17 C.F.R. § 230.144)", + "text": "Preliminary Note:\n\nCertain basic principles are essential to an understanding of the registration requirements in the Securities Act of 1933 (the Act or the Securities Act) and the purposes underlying Rule 144:\n\n1. If any person sells a non-exempt security to any other person, the sale must be registered unless an exemption can be found for the transaction.\n\n2. Section 4(1) of the Securities Act provides one such exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” Therefore, an understanding of the term “underwriter” is important in determining whether or not the Section 4(1) exemption from registration is available for the sale of the securities.\n\nThe term “underwriter” is broadly defined in Section 2(a)(11) of the Securities Act to mean 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. The interpretation of this definition traditionally has focused on the words “with a view to” in the phrase “purchased from an issuer with a view to * * * distribution.” An investment banking firm which arranges with an issuer for the public sale of its securities is clearly an “underwriter” under that section. However, individual investors who are not professionals in the securities business also may be “underwriters” if they act as links in a chain of transactions through which securities move from an issuer to the public.\n\nSince it is difficult to ascertain the mental state of the purchaser at the time of an acquisition of securities, prior to and since the adoption of Rule 144, subsequent acts and circumstances have been considered to determine whether the purchaser took the securities “with a view to distribution” at the time of the acquisition. Emphasis has been placed on factors such as the length of time the person held the securities and whether there has been an unforeseeable change in circumstances of the holder. Experience has shown, however, that reliance upon such factors alone has led to uncertainty in the application of the registration provisions of the Act.\n\nThe Commission adopted Rule 144 to establish specific criteria for determining whether a person is not engaged in a distribution. Rule 144 creates a safe harbor from the Section 2(a)(11) definition of “underwriter.” A person satisfying the applicable conditions of the Rule 144 safe harbor is deemed not to be engaged in a distribution of the securities and therefore not an underwriter of the securities for purposes of Section 2(a)(11). Therefore, such a person is deemed not to be an underwriter when determining whether a sale is eligible for the Section 4(1) exemption for “transactions by any person other than an issuer, underwriter, or dealer.” If a sale of securities complies with all of the applicable conditions of Rule 144:\n\n1. Any affiliate or other person who sells restricted securities will be deemed not to be engaged in a distribution and therefore not an underwriter for that transaction;\n\n2. Any person who sells restricted or other securities on behalf of an affiliate of the issuer will be deemed not to be engaged in a distribution and therefore not an underwriter for that transaction; and\n\n3. The purchaser in such transaction will receive securities that are not restricted securities.\n\nRule 144 is not an exclusive safe harbor. A person who does not meet all of the applicable conditions of Rule 144 still may claim any other available exemption under the Act for the sale of the securities. The Rule 144 safe harbor is not available to any person with respect to any transaction or series of transactions that, although in technical compliance with Rule 144, is part of a plan or scheme to evade the registration requirements of the Act.\n\n(a) Definitions. The following definitions shall apply for the purposes of this section.\n\n(1) An affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.\n\n(2) The term person when used with reference to a person for whose account securities are to be sold in reliance upon this section includes, in addition to such person, all of the following persons:\n\n(i) Any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person;\n\n(ii) Any trust or estate in which such person or any of the persons specified in paragraph (a)(2)(i) of this section collectively own 10 percent or more of the total beneficial interest or of which any of such persons serve as trustee, executor or in any similar capacity; and\n\n(iii) Any corporation or other organization (other than the issuer) in which such person or any of the persons specified in paragraph (a)(2)(i) of this section are the beneficial owners collectively of 10 percent or more of any class of equity securities or 10 percent or more of the equity interest.\n\n(3) The term restricted securities means:\n\n(i) Securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering;\n\n(ii) Securities acquired from the issuer that are subject to the resale limitations of § 230.502(d) under Regulation D or § 230.701(c);\n\n(iii) Securities acquired in a transaction or chain of transactions meeting the requirements of § 230.144A;\n\n(iv) Securities acquired from the issuer in a transaction subject to the conditions of Regulation CE (§ 230.1001);\n\n(v) Equity securities of domestic issuers acquired in a transaction or chain of transactions subject to the conditions of § 230.901 or § 230.903 under Regulation S (§ 230.901 through § 230.905, and Preliminary Notes);\n\n(vi) Securities acquired in a transaction made under § 230.801 to the same extent and proportion that the securities held by the security holder of the class with respect to which the rights offering was made were, as of the record date for the rights offering, “restricted securities” within the meaning of this paragraph (a)(3);\n\n(vii) Securities acquired in a transaction made under § 230.802 to the same extent and proportion that the securities that were tendered or exchanged in the exchange offer or business combination were “restricted securities” within the meaning of this paragraph (a)(3); and\n\n(viii) Securities acquired from the issuer in a transaction subject to an exemption under section 4(5) (15 U.S.C. 77d(5)) of the Act.\n\n(4) The term debt securities means:\n\n(i) Any security other than an equity security as defined in § 230.405;\n\n(ii) Non-participatory preferred stock, which is defined as non-convertible capital stock, the holders of which are entitled to a preference in payment of dividends and in distribution of assets on liquidation, dissolution, or winding up of the issuer, but are not entitled to participate in residual earnings or assets of the issuer; and\n\n(iii) Asset-backed securities, as defined in § 229.1101 of this chapter.\n\n(b) Conditions to be met. Subject to paragraph (i) of this section, the following conditions must be met:\n\n(1) Non-affiliates.\n\n(i) If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), any person who is not an affiliate of the issuer at the time of the sale, and has not been an affiliate during the preceding three months, who sells restricted securities of the issuer for his or her own account shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if all of the conditions of paragraphs (c)(1) and (d) of this section are met. The requirements of paragraph (c)(1) of this section shall not apply to restricted securities sold for the account of a person who is not an affiliate of the issuer at the time of the sale and has not been an affiliate during the preceding three months, provided a period of one year has elapsed since the later of the date the securities were acquired from the issuer or from an affiliate of the issuer.\n\n(ii) If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, any person who is not an affiliate of the issuer at the time of the sale, and has not been an affiliate during the preceding three months, who sells restricted securities of the issuer for his or her own account shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if the condition of paragraph (d) of this section is met.\n\n(2) Affiliates or persons selling on behalf of affiliates. Any affiliate of the issuer, or any person who was an affiliate at any time during the 90 days immediately before the sale, who sells restricted securities, or any person who sells restricted or any other securities for the account of an affiliate of the issuer of such securities, or any person who sells restricted or any other securities for the account of a person who was an affiliate at any time during the 90 days immediately before the sale, shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if all of the conditions of this section are met.\n\n(c) Current public information. Adequate current public information with respect to the issuer of the securities must be available. Such information will be deemed to be available only if the applicable condition set forth in this paragraph is met:\n\n(1) Reporting issuers. The issuer is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has:\n\n(i) Filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports (§ 249.308 of this chapter); and\n\n(ii) Submitted electronically every Interactive Data File (§ 232.11 of this chapter) required to be submitted pursuant to § 232.405 of this chapter, during the 12 months preceding such sale (or for such shorter period that the issuer was required to submit such files); or\n\n(2) Non-reporting issuers. If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, there is publicly available the information concerning the issuer specified in paragraphs (b)(5)(i)(A) to (N), inclusive, and paragraph (b)(5)(i)(P) of § 240.15c2-11 of this chapter, or, if the issuer is an insurance company, the information specified in section 12(g)(2)(G)(i) of the Exchange Act (15 U.S.C. 78l(g)(2)(G)(i)).\n\nNote to § 230.144(c):\n\nWith respect to paragraph (c)(1), the person can rely upon:\n\n1. A statement in whichever is the most recent report, quarterly or annual, required to be filed and filed by the issuer that such issuer has:\n\na. Filed all reports required under section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports (§ 249.308 of this chapter), and has been subject to such filing requirements for the past 90 days; and\n\nb. Submitted electronically every Interactive Data File (§ 232.11 of this chapter) required to be submitted pursuant to § 232.405 of this chapter, during the preceding 12 months (or for such shorter period that the issuer was required to submit such files); or\n\n2. A written statement from the issuer that it has complied with such reporting or submission requirements.\n\n3. Neither type of statement may be relied upon, however, if the person knows or has reason to believe that the issuer has not complied with such requirements.\n\n(d) Holding period for restricted securities. If the securities sold are restricted securities, the following provisions apply:\n\n(1) General rule.\n\n(i) If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities.\n\n(ii) If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities.\n\n(iii) If the acquiror takes the securities by purchase, the holding period shall not begin until the full purchase price or other consideration is paid or given by the person acquiring the securities from the issuer or from an affiliate of the issuer.\n\n(2) Promissory notes, other obligations or installment contracts. Giving the issuer or affiliate of the issuer from whom the securities were purchased a promissory note or other obligation to pay the purchase price, or entering into an installment purchase contract with such seller, shall not be deemed full payment of the purchase price unless the promissory note, obligation or contract:\n\n(i) Provides for full recourse against the purchaser of the securities;\n\n(ii) Is secured by collateral, other than the securities purchased, having a fair market value at least equal to the purchase price of the securities purchased; and\n\n(iii) Shall have been discharged by payment in full prior to the sale of the securities.\n\n(3) Determination of holding period. The following provisions shall apply for the purpose of determining the period securities have been held:\n\n(i) Stock dividends, splits and recapitalizations. Securities acquired from the issuer as a dividend or pursuant to a stock split, reverse split or recapitalization shall be deemed to have been acquired at the same time as the securities on which the dividend or, if more than one, the initial dividend was paid, the securities involved in the split or reverse split, or the securities surrendered in connection with the recapitalization.\n\n(ii) Conversions and exchanges. If the securities sold were acquired from the issuer solely in exchange for other securities of the same issuer, the newly acquired securities shall be deemed to have been acquired at the same time as the securities surrendered for conversion or exchange, even if the securities surrendered were not convertible or exchangeable by their terms.\n\nNote to § 230.144(d)(3)(ii):\n\nIf the surrendered securities originally did not provide for cashless conversion or exchange by their terms and the holder provided consideration, other than solely securities of the same issuer, in connection with the amendment of the surrendered securities to permit cashless conversion or exchange, then the newly acquired securities shall be deemed to have been acquired at the same time as such amendment to the surrendered securities, so long as, in the conversion or exchange, the securities sold were acquired from the issuer solely in exchange for other securities of the same issuer.\n\n(iii) Contingent issuance of securities. Securities acquired as a contingent payment of the purchase price of an equity interest in a business, or the assets of a business, sold to the issuer or an affiliate of the issuer shall be deemed to have been acquired at the time of such sale if the issuer or affiliate was then committed to issue the securities subject only to conditions other than the payment of further consideration for such securities. An agreement entered into in connection with any such purchase to remain in the employment of, or not to compete with, the issuer or affiliate or the rendering of services pursuant to such agreement shall not be deemed to be the payment of further consideration for such securities.\n\n(iv) Pledged securities. Securities which are bona-fide pledged by an affiliate of the issuer when sold by the pledgee, or by a purchaser, after a default in the obligation secured by the pledge, shall be deemed to have been acquired when they were acquired by the pledgor, except that if the securities were pledged without recourse they shall be deemed to have been acquired by the pledgee at the time of the pledge or by the purchaser at the time of purchase.\n\n(v) Gifts of securities. Securities acquired from an affiliate of the issuer by gift shall be deemed to have been acquired by the donee when they were acquired by the donor.\n\n(vi) Trusts. Where a trust settlor is an affiliate of the issuer, securities acquired from the settlor by the trust, or acquired from the trust by the beneficiaries thereof, shall be deemed to have been acquired when such securities were acquired by the settlor.\n\n(vii) Estates. Where a deceased person was an affiliate of the issuer, securities held by the estate of such person or acquired from such estate by the estate beneficiaries shall be deemed to have been acquired when they were acquired by the deceased person, except that no holding period is required if the estate is not an affiliate of the issuer or if the securities are sold by a beneficiary of the estate who is not such an affiliate.\n\nNote to § 230.1449d)(3)(vi)):\n\nWhile there is no holding period or amount limitation for estates and estate beneficiaries which are not affiliates of the issuer, paragraphs (c) and (h) of this section apply to securities sold by such persons in reliance upon this section.\n\n(viii) Rule 145(a) transactions. The holding period for securities acquired in a transaction specified in § 230.145(a) shall be deemed to commence on the date the securities were acquired by the purchaser in such transaction, except as otherwise provided in paragraphs (d)(3)(ii) and (ix) of this section.\n\n(ix) Holding company formations. Securities acquired from the issuer in a transaction effected solely for the purpose of forming a holding company shall be deemed to have been acquired at the same time as the securities of the predecessor issuer exchanged in the holding company formation where:\n\n(A) The newly formed holding company's securities were issued solely in exchange for the securities of the predecessor company as part of a reorganization of the predecessor company into a holding company structure;\n\n(B) Holders received securities of the same class evidencing the same proportional interest in the holding company as they held in the predecessor, and the rights and interests of the holders of such securities are substantially the same as those they possessed as holders of the predecessor company's securities; and\n\n(C) Immediately following the transaction, the holding company has no significant assets other than securities of the predecessor company and its existing subsidiaries and has substantially the same assets and liabilities on a consolidated basis as the predecessor company had before the transaction.\n\n(x) Cashless exercise of options and warrants. If the securities sold were acquired from the issuer solely upon cashless exercise of options or warrants issued by the issuer, the newly acquired securities shall be deemed to have been acquired at the same time as the exercised options or warrants, even if the options or warrants exercised originally did not provide for cashless exercise by their terms.\n\nNote 1 to § 230.144(d)(3)(x):\n\nIf the options or warrants originally did not provide for cashless exercise by their terms and the holder provided consideration, other than solely securities of the same issuer, in connection with the amendment of the options or warrants to permit cashless exercise, then the newly acquired securities shall be deemed to have been acquired at the same time as such amendment to the options or warrants so long as the exercise itself was cashless.\n\nNote 2 to § 230.144(d)(3)(x):\n\nIf the options or warrants are not purchased for cash or property and do not create any investment risk to the holder, as in the case of employee stock options, the newly acquired securities shall be deemed to have been acquired at the time the options or warrants are exercised, so long as the full purchase price or other consideration for the newly acquired securities has been paid or given by the person acquiring the securities from the issuer or from an affiliate of the issuer at the time of exercise.\n\n(e) Limitation on amount of securities sold. Except as hereinafter provided, the amount of securities sold for the account of an affiliate of the issuer in reliance upon this section shall be determined as follows:\n\n(1) If any securities are sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, the amount of securities sold, together with all sales of securities of the same class sold for the account of such person within the preceding three months, shall not exceed the greatest of:\n\n(i) One percent of the shares or other units of the class outstanding as shown by the most recent report or statement published by the issuer, or\n\n(ii) The average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of notice required by paragraph (h), or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or\n\n(iii) The average weekly volume of trading in such securities reported pursuant to an effective transaction reporting plan or an effective national market system plan as those terms are defined in § 242.600 of this chapter during the four-week period specified in paragraph (e)(1)(ii) of this section.\n\n(2) If the securities sold are debt securities, then the amount of debt securities sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, shall not exceed the greater of the limitation set forth in paragraph (e)(1) of this section or, together with all sales of securities of the same tranche (or class when the securities are non-participatory preferred stock) sold for the account of such person within the preceding three months, ten percent of the principal amount of the tranche (or class when the securities are non-participatory preferred stock) attributable to the securities sold.\n\n(3) Determination of amount. For the purpose of determining the amount of securities specified in paragraph (e)(1) of this section and, as applicable, paragraph (e)(2) of this section, the following provisions shall apply:\n\n(i) Where both convertible securities and securities of the class into which they are convertible are sold, the amount of convertible securities sold shall be deemed to be the amount of securities of the class into which they are convertible for the purpose of determining the aggregate amount of securities of both classes sold;\n\n(ii) The amount of securities sold for the account of a pledgee of those securities, or for the account of a purchaser of the pledged securities, during any period of three months within six months (or within one year if the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act) after a default in the obligation secured by the pledge, and the amount of securities sold during the same three-month period for the account of the pledgor shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable;\n\nNote to § 230.144(e)(3)(ii):\n\nSales by a pledgee of securities pledged by a borrower will not be aggregated under paragraph (e)(3)(ii) with sales of the securities of the same issuer by other pledgees of such borrower in the absence of concerted action by such pledgees.\n\n(iii) The amount of securities sold for the account of a donee of those securities during any three-month period within six months (or within one year if the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act) after the donation, and the amount of securities sold during the same three-month period for the account of the donor, shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable;\n\n(iv) Where securities were acquired by a trust from the settlor of the trust, the amount of such securities sold for the account of the trust during any three-month period within six months (or within one year if the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act) after the acquisition of the securities by the trust, and the amount of securities sold during the same three-month period for the account of the settlor, shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable;\n\n(v) The amount of securities sold for the account of the estate of a deceased person, or for the account of a beneficiary of such estate, during any three-month period and the amount of securities sold during the same three-month period for the account of the deceased person prior to his death shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable: Provided, that no limitation on amount shall apply if the estate or beneficiary of the estate is not an affiliate of the issuer;\n\n(vi) When two or more affiliates or other persons agree to act in concert for the purpose of selling securities of an issuer, all securities of the same class sold for the account of all such persons during any three-month period shall be aggregated for the purpose of determining the limitation on the amount of securities sold;\n\n(vii) The following sales of securities need not be included in determining the amount of securities to be sold in reliance upon this section:\n\n(A) Securities sold pursuant to an effective registration statement under the Act;\n\n(B) Securities sold pursuant to an exemption provided by Regulation A (§ 230.251 through § 230.263) under the Act;\n\n(C) Securities sold in a transaction exempt pursuant to section 4 of the Act (15 U.S.C. 77d) and not involving any public offering; and\n\n(D) Securities sold offshore pursuant to Regulation S (§ 230.901 through § 230.905, and Preliminary Notes) under the Act.\n\n(f) Manner of sale.\n\n(1) The securities shall be sold in one of the following manners:\n\n(i) Brokers' transactions within the meaning of section 4(4) of the Act;\n\n(ii) Transactions directly with a market maker, as that term is defined in section 3(a)(38) of the Exchange Act; or\n\n(iii) Riskless principal transactions where:\n\n(A) The offsetting trades must be executed at the same price (exclusive of an explicitly disclosed markup or markdown, commission equivalent, or other fee);\n\n(B) The transaction is permitted to be reported as riskless under the rules of a self-regulatory organization; and\n\n(C) The requirements of paragraphs (g)(2)(applicable to any markup or markdown, commission equivalent, or other fee), (g)(3), and (g)(4) of this section are met.\n\nNote to § 230.144(f)(1):\n\nFor purposes of this paragraph, a riskless principal transaction means a principal transaction where, after having received from a customer an order to buy, a broker or dealer purchases the security as principal in the market to satisfy the order to buy or, after having received from a customer an order to sell, sells the security as principal to the market to satisfy the order to sell.\n\n(2) The person selling the securities shall not:\n\n(i) Solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction, or\n\n(ii) Make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities.\n\n(3) Paragraph (f) of this section shall not apply to:\n\n(i) Securities sold for the account of the estate of a deceased person or for the account of a beneficiary of such estate provided the estate or estate beneficiary is not an affiliate of the issuer; or\n\n(ii) Debt securities.\n\n(g) Brokers' transactions. The term brokers' transactions in section 4(4) of the Act shall for the purposes of this rule be deemed to include transactions by a broker in which such broker:\n\n(1) Does no more than execute the order or orders to sell the securities as agent for the person for whose account the securities are sold;\n\n(2) Receives no more than the usual and customary broker's commission;\n\n(3) Neither solicits nor arranges for the solicitation of customers' orders to buy the securities in anticipation of or in connection with the transaction; Provided, that the foregoing shall not preclude:\n\n(i) Inquiries by the broker of other brokers or dealers who have indicated an interest in the securities within the preceding 60 days;\n\n(ii) Inquiries by the broker of his customers who have indicated an unsolicited bona fide interest in the securities within the preceding 10 business days;\n\n(iii) The publication by the broker of bid and ask quotations for the security in an inter-dealer quotation system provided that such quotations are incident to the maintenance of a bona fide inter-dealer market for the security for the broker's own account and that the broker has published bona fide bid and ask quotations for the security in an inter-dealer quotation system on each of at least twelve days within the preceding thirty calendar days with no more than four business days in succession without such two-way quotations; or\n\n(iv) The publication by the broker of bid and ask quotations for the security in an alternative trading system, as defined in § 242.300 of this chapter, provided that the broker has published bona fide bid and ask quotations for the security in the alternative trading system on each of the last twelve business days; and\n\nNote to § 230.144(g)(3)(ii):\n\nThe broker should obtain and retain in his files written evidence of indications of bona fide unsolicited interest by his customers in the securities at the time such indications are received.\n\n(4) After reasonable inquiry is not aware of circumstances indicating that the person for whose account the securities are sold is an underwriter with respect to the securities or that the transaction is a part of a distribution of securities of the issuer. Without limiting the foregoing, the broker shall be deemed to be aware of any facts or statements contained in the notice required by paragraph (h) of this section.\n\nNotes:\n\n(i) The broker, for his own protection, should obtain and retain in his files a copy of the notice required by paragraph (h) of this section.\n\n(ii) The reasonable inquiry required by paragraph (g)(3) of this section should include, but not necessarily be limited to, inquiry as to the following matters:\n\n(a) The length of time the securities have been held by the person for whose account they are to be sold. If practicable, the inquiry should include physical inspection of the securities;\n\n(b) The nature of the transaction in which the securities were acquired by such person;\n\n(c) The amount of securities of the same class sold during the past 3 months by all persons whose sales are required to be taken into consideration pursuant to paragraph (e) of this section;\n\n(d) Whether such person intends to sell additional securities of the same class through any other means;\n\n(e) Whether such person has solicited or made any arrangement for the solicitation of buy orders in connection with the proposed sale of securities;\n\n(f) Whether such person has made any payment to any other person in connection with the proposed sale of the securities; and\n\n(g) The number of shares or other units of the class outstanding, or the relevant trading volume.\n\n(h) Notice of proposed sale.\n\n(1) Reporting issuers. If the issuer is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and the amount of securities to be sold in reliance upon this rule during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of $50,000, a notice on Form 144 (§ 239.144 of this chapter) shall be filed electronically with the Commission.\n\n(2) Non-reporting issuers. If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, and the amount of securities to be sold in reliance upon this rule during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of $50,000, three copies of a notice on Form 144 (§ 239.144 of this chapter) shall be filed with the Commission.\n\n(3) The Form 144 shall be signed by the person for whose account the securities are to be sold and shall be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities in reliance upon this rule or the execution directly with a market maker of such a sale. Neither the filing of such notice nor the failure of the Commission to comment on such notice shall be deemed to preclude the Commission from taking any action that it deems necessary or appropriate with respect to the sale of the securities referred to in such notice. The person filing the notice required by this paragraph shall have a bona fide intention to sell the securities referred to in the notice within a reasonable time after the filing of such notice.\n\n(i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.\n\n(1) This section is not available for the resale of securities initially issued by an issuer defined below:\n\n(i) An issuer, other than a business combination related shell company, as defined in § 230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has:\n\n(A) No or nominal operations; and\n\n(B) Either:\n\n(1) No or nominal assets;\n\n(2) Assets consisting solely of cash and cash equivalents; or\n\n(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; or\n\n(ii) An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).\n\n(2) Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§ 249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.\n\n(3) The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§ 249.210 or § 249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.144" + }, + { + "key": "sec-rule:144a", + "heading": "Rule 144A — Private resales of securities to institutions (17 C.F.R. § 230.144A)", + "text": "Preliminary Notes:\n\n1. This section relates solely to the application of section 5 of the Act and not to antifraud or other provisions of the federal securities laws.\n\n2. Attempted compliance with this section does not act as an exclusive election; any seller hereunder may also claim the availability of any other applicable exemption from the registration requirements of the Act.\n\n3. In view of the objective of this section and the policies underlying the Act, this section is not available with respect to any transaction or series of transactions that, although in technical compliance with this section, is part of a plan or scheme to evade the registration provisions of the Act. In such cases, registration under the Act is required.\n\n4. Nothing in this section obviates the need for any issuer or any other person to comply with the securities registration or broker-dealer registration requirements of the Securities Exchange Act of 1934 (the Exchange Act), whenever such requirements are applicable.\n\n5. Nothing in this section obviates the need for any person to comply with any applicable state law relating to the offer or sale of securities.\n\n6. Securities acquired in a transaction made pursuant to the provisions of this section are deemed to be restricted securities within the meaning of § 230.144(a)(3) of this chapter.\n\n7. The fact that purchasers of securities from the issuer thereof may purchase such securities with a view to reselling such securities pursuant to this section will not affect the availability to such issuer of an exemption under section 4(a)(2) of the Act, or Regulation D under the Act, from the registration requirements of the Act.\n\n(a) Definitions.\n\n(1) For purposes of this section, qualified institutional buyer shall mean:\n\n(i) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:\n\n(A) Any insurance company as defined in section 2(a)(13) of the Act;\n\nNote:\n\nA purchase by an insurance company for one or more of its separate accounts, as defined by section 2(a)(37) of the Investment Company Act of 1940 (the “Investment Company Act”), which are neither registered under section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company.\n\n(B) Any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;\n\n(C) Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;\n\n(D) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;\n\n(E) Any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974;\n\n(F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (a)(1)(i) (D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans.\n\n(G) Any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;\n\n(H) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the Act or a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;\n\n(I) Any investment adviser registered under the Investment Advisers Act; and\n\n(J) Any institutional accredited investor, as defined in rule 501(a) under the Act (17 CFR 230.501(a)), of a type not listed in paragraphs (a)(1)(i)(A) through (I) or paragraphs (a)(1)(ii) through (vi).\n\nNote 1 to paragraph (a)(1)(i)(J):\n\nAn entity seeking qualified institutional buyer status under Rule 144A(a)(1)(i)(J) may be formed for the purpose of acquiring the securities being offered under this section.\n\n(ii) Any dealer registered pursuant to section 15 of the Exchange Act, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, Provided, That securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;\n\n(iii) Any dealer registered pursuant to section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;\n\nNote:\n\nA registered dealer may act as agent, on a non-discretionary basis, in a transaction with a qualified institutional buyer without itself having to be a qualified institutional buyer.\n\n(iv) Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), Provided That, for purposes of this section:\n\n(A) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act [17 CFR 270.18f-2]) shall be deemed to be a separate investment company; and\n\n(B) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);\n\n(v) Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and\n\n(vi) Any bank as defined in section 3(a)(2) of the Act, any savings and loan association or other institution as referenced in section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the Rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.\n\n(2) In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.\n\n(3) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section.\n\n(4) In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.\n\n(5) For purposes of this section, riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.\n\n(6) For purposes of this section, effective conversion premium means the amount, expressed as a percentage of the security's conversion value, by which the price at issuance of a convertible security exceeds its conversion value.\n\n(7) For purposes of this section, effective exercise premium means the amount, expressed as a percentage of the warrant's exercise value, by which the sum of the price at issuance and the exercise price of a warrant exceeds its exercise value.\n\n(b) Sales by persons other than issuers or dealers. Any person, other than the issuer or a dealer, who offers or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not to be engaged in a distribution of such securities and therefore not to be an underwriter of such securities within the meaning of sections 2(a)(11) and 4(a)(1) of the Act.\n\n(c) Sales by dealers. Any dealer who offers or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not to be a participant in a distribution of such securities within the meaning of section 4(a)(3)(C) of the Act and not to be an underwriter of such securities within the meaning of section 2(a)(11) of the Act, and such securities shall be deemed not to have been offered to the public within the meaning of section 4(a)(3)(A) of the Act.\n\n(d) Conditions to be met. To qualify for exemption under this section, an offer or sale must meet the following conditions:\n\n(1) The securities are sold only to a qualified institutional buyer or to a purchaser that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer. In determining whether a prospective purchaser is a qualified institutional buyer, the seller and any person acting on its behalf shall be entitled to rely upon the following non-exclusive methods of establishing the prospective purchaser's ownership and discretionary investments of securities:\n\n(i) The prospective purchaser's most recent publicly available financial statements, Provided That such statements present the information as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser;\n\n(ii) The most recent publicly available information appearing in documents filed by the prospective purchaser with the Commission or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental agency or self-regulatory organization, Provided That any such information is as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser;\n\n(iii) The most recent publicly available information appearing in a recognized securities manual, Provided That such information is as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or\n\n(iv) A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the purchaser, specifying the amount of securities owned and invested on a discretionary basis by the purchaser as of a specific date on or since the close of the purchaser's most recent fiscal year, or, in the case of a purchaser that is a member of a family of investment companies, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the family of investment companies as of a specific date on or since the close of the purchaser's most recent fiscal year;\n\n(2) The seller and any person acting on its behalf takes reasonable steps to ensure that the purchaser is aware that the seller may rely on the exemption from the provisions of section 5 of the Act provided by this section;\n\n(3) The securities offered or sold:\n\n(i) Were not, when issued, of the same class as securities listed on a national securities exchange registered under section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system; Provided, That securities that are convertible or exchangeable into securities so listed or quoted at the time of issuance and that had an effective conversion premium of less than 10 percent, shall be treated as securities of the class into which they are convertible or exchangeable; and that warrants that may be exercised for securities so listed or quoted at the time of issuance, for a period of less than 3 years from the date of issuance, or that had an effective exercise premium of less than 10 percent, shall be treated as securities of the class to be issued upon exercise; and Provided further, That the Commission may from time to time, taking into account then-existing market practices, designate additional securities and classes of securities that will not be deemed of the same class as securities listed on a national securities exchange or quoted in a U.S. automated inter-dealer quotation system; and\n\n(ii) Are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under section 8 of the Investment Company Act; and\n\n(4)\n\n(i) In the case of securities of an issuer that is neither subject to section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) (§ 240.12g3-2(b) of this chapter) under the Exchange Act, nor a foreign government as defined in Rule 405 (§ 230.405 of this chapter) eligible to register securities under Schedule B of the Act, the holder and a prospective purchaser designated by the holder have the right to obtain from the issuer, upon request of the holder, and the prospective purchaser has received from the issuer, the seller, or a person acting on either of their behalf, at or prior to the time of sale, upon such prospective purchaser's request to the holder or the issuer, the following information (which shall be reasonably current in relation to the date of resale under this section): a very brief statement of the nature of the business of the issuer and the products and services it offers; and the issuer's most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years as the issuer has been in operation (the financial statements should be audited to the extent reasonably available).\n\n(ii) The requirement that the information be reasonably current will be presumed to be satisfied if:\n\n(A) The balance sheet is as of a date less than 16 months before the date of resale, the statements of profit and loss and retained earnings are for the 12 months preceding the date of such balance sheet, and if such balance sheet is not as of a date less than 6 months before the date of resale, it shall be accompanied by additional statements of profit and loss and retained earnings for the period from the date of such balance sheet to a date less than 6 months before the date of resale; and\n\n(B) The statement of the nature of the issuer's business and its products and services offered is as of a date within 12 months prior to the date of resale; or\n\n(C) With regard to foreign private issuers, the required information meets the timing requirements of the issuer's home country or principal trading markets.\n\n(e) Offers and sales of securities pursuant to this section shall be deemed not to affect the availability of any exemption or safe harbor relating to any previous or subsequent offer or sale of such securities by the issuer or any prior or subsequent holder thereof.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.144A" + }, + { + "key": "sec-rule:701", + "heading": "Rule 701 — Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation (17 C.F.R. § 230.701)", + "text": "Preliminary Notes:\n\n1. This section relates to transactions exempted from the registration requirements of section 5 of the Act (15 U.S.C. 77e). These transactions are not exempt from the antifraud, civil liability, or other provisions of the federal securities laws. Issuers and persons acting on their behalf have an obligation to provide investors with disclosure adequate to satisfy the antifraud provisions of the federal securities laws.\n\n2. In addition to complying with this section, the issuer also must comply with any applicable state law relating to the offer and sale of securities.\n\n3. An issuer that attempts to comply with this section, but fails to do so, may claim any other exemption that is available.\n\n4. This section is available only to the issuer of the securities. Affiliates of the issuer may not use this section to offer or sell securities. This section also does not cover resales of securities by any person. This section provides an exemption only for the transactions in which the securities are offered or sold by the issuer, not for the securities themselves.\n\n5. The purpose of this section is to provide an exemption from the registration requirements of the Act for securities issued in compensatory circumstances. This section is not available for plans or schemes to circumvent this purpose, such as to raise capital. This section also is not available to exempt any transaction that is in technical compliance with this section but is part of a plan or scheme to evade the registration provisions of the Act. In any of these cases, registration under the Act is required unless another exemption is available.\n\n(a) Exemption. Offers and sales made in compliance with all of the conditions of this section are exempt from section 5 of the Act (15 U.S.C. 77e).\n\n(b) Issuers eligible to use this section—(1) General. This section is available to any issuer that is not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78m or 78o(d)) and is not an investment company registered or required to be registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).\n\n(2) Issuers that become subject to reporting. If an issuer becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) after it has made offers complying with this section, the issuer may nevertheless rely on this section to sell the securities previously offered to the persons to whom those offers were made.\n\n(3) Guarantees by reporting companies. An issuer subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m, 78o(d)) may rely on this section if it is merely guaranteeing the payment of a subsidiary's securities that are sold under this section.\n\n(c) Transactions exempted by this section. This section exempts offers and sales of securities (including plan interests and guarantees pursuant to paragraph (d)(2)(ii) of this section) under a written compensatory benefit plan (or written compensation contract) established by the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent, for the participation of their employees, directors, general partners, trustees (where the issuer is a business trust), officers, or consultants and advisors, and their family members who acquire such securities from such persons through gifts or domestic relations orders. This section exempts offers and sales to former employees, directors, general partners, trustees, officers, consultants and advisors only if such persons were employed by or providing services to the issuer at the time the securities were offered. In addition, the term “employee” includes insurance agents who are exclusive agents of the issuer, its subsidiaries or parents, or derive more than 50% of their annual income from those entities.\n\n(1) Special requirements for consultants and advisors. This section is available to consultants and advisors only if:\n\n(i) They are natural persons;\n\n(ii) They provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent; and\n\n(iii) The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer's securities.\n\n(2) Definition of “compensatory benefit plan.” For purposes of this section, a compensatory benefit plan is any purchase, savings, option, bonus, stock appreciation, profit sharing, thrift, incentive, deferred compensation, pension or similar plan.\n\n(3) Definition of “family member.” For purposes of this section, family member includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests.\n\n(d) Amounts that may be sold—(1) Offers. Any amount of securities may be offered in reliance on this section. However, for purposes of this section, sales of securities underlying options must be counted as sales on the date of the option grant.\n\n(2) Sales. The aggregate sales price or amount of securities sold in reliance on this section during any consecutive 12-month period must not exceed the greatest of the following:\n\n(i) $1,000,000;\n\n(ii) 15% of the total assets of the issuer (or of the issuer's parent if the issuer is a wholly-owned subsidiary and the securities represent obligations that the parent fully and unconditionally guarantees), measured at the issuer's most recent balance sheet date (if no older than its last fiscal year end); or\n\n(iii) 15% of the outstanding amount of the class of securities being offered and sold in reliance on this section, measured at the issuer's most recent balance sheet date (if no older than its last fiscal year end).\n\n(3) Rules for calculating prices and amounts—(i) Aggregate sales price. The term aggregate sales price means the sum of all cash, property, notes, cancellation of debt or other consideration received or to be received by the issuer for the sale of the securities. Non-cash consideration must be valued by reference to bona fide sales of that consideration made within a reasonable time or, in the absence of such sales, on the fair value as determined by an accepted standard. The value of services exchanged for securities issued must be measured by reference to the value of the securities issued. Options must be valued based on the exercise price of the option.\n\n(ii) Time of the calculation. With respect to options to purchase securities, the aggregate sales price is determined when an option grant is made (without regard to when the option becomes exercisable). With respect to other securities, the calculation is made on the date of sale. With respect to deferred compensation or similar plans, the calculation is made when the irrevocable election to defer is made.\n\n(iii) Derivative securities. In calculating outstanding securities for purposes of paragraph (d)(2)(iii) of this section, treat the securities underlying all currently exercisable or convertible options, warrants, rights or other securities, other than those issued under this exemption, as outstanding. In calculating the amount of securities sold for other purposes of paragraph (d)(2) of this section, count the amount of securities that would be acquired upon exercise or conversion in connection with sales of options, warrants, rights or other exercisable or convertible securities, including those to be issued under this exemption.\n\n(iv) Other exemptions. Amounts of securities sold in reliance on this section do not affect “aggregate offering prices” in other exemptions, and amounts of securities sold in reliance on other exemptions do not affect the amount that may be sold in reliance on this section.\n\n(e) Disclosure that must be provided. The issuer must deliver to investors a copy of the compensatory benefit plan or the contract, as applicable. In addition, if the aggregate sales price or amount of securities sold during any consecutive 12-month period exceeds $10 million, the issuer must deliver the following disclosure to investors a reasonable period of time before the date of sale:\n\n(1) If the plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) (29 U.S.C. 1104-1107), a copy of the summary plan description required by ERISA;\n\n(2) If the plan is not subject to ERISA, a summary of the material terms of the plan;\n\n(3) Information about the risks associated with investment in the securities sold pursuant to the compensatory benefit plan or compensation contract; and\n\n(4) Financial statements required to be furnished by Part F/S of Form 1-A (Regulation A Offering Statement) (§ 239.90 of this chapter) under Regulation A (§§ 230.251 through 230.263). Foreign private issuers as defined in Rule 405 must provide a reconciliation to generally accepted accounting principles in the United States (U.S. GAAP) if their financial statements are not prepared in accordance with U.S. GAAP or International Financial Reporting Standards as issued by the International Accounting Standards Board (Item 17 of Form 20-F (§ 249.220f of this chapter)). The financial statements required by this section must be as of a date no more than 180 days before the sale of securities in reliance on this exemption.\n\n(5) If the issuer is relying on paragraph (d)(2)(ii) of this section to use its parent's total assets to determine the amount of securities that may be sold, the parent's financial statements must be delivered. If the parent is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)), the financial statements of the parent required by Rule 10-01 of Regulation S-X (§ 210.10-01 of this chapter) and Item 310 of Regulation D-B (§ 228.310 of this chapter), as applicable, must be delivered.\n\n(6) If the sale involves a stock option or other derivative security, the issuer must deliver disclosure a reasonable period of time before the date of exercise or conversion. For deferred compensation or similar plans, the issuer must deliver disclosure to investors a reasonable period of time before the date the irrevocable election to defer is made.\n\n(f) No integration with other offerings. Offers and sales exempt under this section are deemed to be a part of a single, discrete offering and are not subject to integration with any other offers or sales, whether registered under the Act or otherwise exempt from the registration requirements of the Act.\n\n(g) Resale limitations.\n\n(1) Securities issued under this section are deemed to be “restricted securities” as defined in § 230.144.\n\n(2) Resales of securities issued pursuant to this section must be in compliance with the registration requirements of the Act or an exemption from those requirements.\n\n(3) Ninety days after the issuer becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)), securities issued under this section may be resold by persons who are not affiliates (as defined in § 230.144) in reliance on § 230.144, without compliance with paragraphs (c) and (d) of § 230.144, and by affiliates without compliance with paragraph (d) of § 230.144.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.701" + }, + { + "key": "sec-rule:405", + "heading": "Rule 405 — Definitions of terms (17 C.F.R. § 230.405)", + "text": "Unless the context otherwise requires, all terms used in §§ 230.400 to 230.494, inclusive, or in the forms for registration have the same meanings as in the Act and in the general rules and regulations. In addition, the following definitions apply, unless the context otherwise requires:\n\nAffiliate. An affiliate of, or person affiliated with, a specified person, is 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.\n\nAmount. The term 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.\n\nAssociate. The term associate, when used to indicate a relationship with any person, means (1) a corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries.\n\nAutomatic shelf registration statement. The term automatic shelf registration statement means a registration statement filed on Form S-3, Form F-3, or Form N-2 (§ 239.13, § 239.33, or §§ 239.14 and 274.11a-1 of this chapter) by a well-known seasoned issuer pursuant to General Instruction I.D. of Form S-3, General Instruction I.C. of Form F-3, or General Instruction B of Form N-2.\n\nBlank check company. For purposes of section 27A of the Securities Act of 1933 (15 U.S.C. 77z-2), the term blank check company means a company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.\n\nBusiness combination related shell company. The term business combination related shell company means a shell company (as defined in § 230.405) that is:\n\n(1) Formed by an entity that is not a shell company solely for the purpose of changing the corporate domicile of that entity solely within the United States; or\n\n(2) Formed by an entity that is not a shell company solely for the purpose of completing a business combination transaction (as defined in § 230.165(f)) among one or more entities other than the shell company, none of which is a shell company.\n\nBusiness development company. The term business development company refers to a company which has elected to be regulated as a business development company under sections 55 through 65 of the Investment Company Act of 1940.\n\nCertified. The term certified, when used in regard to financial statements, means examined and reported upon with an opinion expressed by an independent public or certified public accountant.\n\nCharter. The term 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.\n\nCommon equity. The term common equity means any class of common stock or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or a limited partnership interest.\n\nCommission. The term Commission means the Securities and Exchange Commission.\n\nControl. The term control (including the terms controlling, controlled by and under common control with) means the 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.\n\nDepositary share. The term depositary share means a security, evidenced by an American Depositary Receipt, that represents a foreign security or a multiple of or fraction thereof deposited with a depositary.\n\nDirector. The term director means any director of a corporation or any person performing similar functions with respect to any organization whether incorporated or unincorporated.\n\nDividend or interest reinvestment plan. The term dividend or interest reinvestment plan means a plan which is offered solely to the existing security holders of the registrant, which allows such persons to reinvest dividends or interest paid to them on securities issued by the registrant, and also may allow additional cash amounts to be contributed by the participants in the plan, provided the securities to be registered are newly issued, or are purchased for the account of plan participants, at prices not in excess of current market prices at the time of purchase, or at prices not in excess of an amount determined in accordance with a pricing formula specified in the plan and based upon average or current market prices at the time of purchase.\n\nElectronic filer. The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T (§§ 232.100 and 232.101 of this chapter, respectively).\n\nElectronic filing. The term electronic filing means a document under the federal securities laws that is transmitted or delivered to the Commission in electronic format.\n\nEmerging growth company.\n\n(1) The term emerging growth company means an issuer that had total annual gross revenues of less than $1,235,000,000 during its most recently completed fiscal year.\n\n(2) An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of:\n\n(i) The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,235,000,000 or more;\n\n(ii) The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933;\n\n(iii) The date on which such issuer has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or\n\n(iv) The date on which such issuer is deemed to be a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act (§ 240.12b-2 of this chapter).\n\nEmployee. The term employee does not include a director, trustee, or officer.\n\nEmployee benefit plan. The term employee benefit plan means any written purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, pension or similar plan or written compensation contract solely for employees, directors, general partners, trustees (where the registrant is a business trust), officers, or consultants or advisors. However, consultants or advisors may participate in an employee benefit plan only if:\n\n(1) They are natural persons;\n\n(2) They provide bona fide services to the registrant; and\n\n(3) The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the registrant's securities.\n\nEquity security. The term equity security means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such 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; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so.\n\nExchange-traded vehicle security. The term exchange-traded vehicle security means a security:\n\n(1) Of an issuer:\n\n(i) That is not a registered investment company under the Investment Company Act of 1940; and\n\n(ii) The assets of which consist primarily of commodities, currencies, or derivative instruments that reference commodities or currencies, or interests in the foregoing;\n\n(2) Offered or sold in a registered offering on a continuous basis pursuant to § 230.415 (Rule 415) by or on behalf of the issuer;\n\n(3) Of a class of securities that is listed for trading on a national securities exchange at or immediately after the time of effectiveness of the registration statement; and\n\n(4) Which is able to be purchased or redeemed, subject to conditions or limitations as described in the registration statement for the offering of such security, by the issuer for a ratable share of the issuer's assets (or the cash equivalent thereof) at their net asset value each business day.\n\nExecutive officer. The term executive officer, when used with reference to a registrant, means its president, any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the registrant if they perform such policy making functions for the registrant.\n\nFiscal year. The term fiscal year means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.\n\nForeign government. The term foreign government means the government of any foreign country or of any political subdivision of a foreign country.\n\nForeign issuer. The term foreign issuer means any issuer which is a foreign government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country.\n\nForeign private issuer.\n\n(1) The term foreign private issuer means any foreign issuer other than a foreign government except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter:\n\n(i) More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and\n\n(ii) Any of the following:\n\n(A) The majority of the executive officers or directors are United States citizens or residents;\n\n(B) More than 50 percent of the assets of the issuer are located in the United States; or\n\n(C) The business of the issuer is administered principally in the United States.\n\nNote to paragraph (1) of the definition of Foreign private issuer:\n\nTo determine the percentage of outstanding voting securities held by U.S. residents:\n\nA. Use the method of calculating record ownership in § 240.12g3-2(a) of this chapter, except that:\n\n(1) The inquiry as to the amount of shares represented by accounts of customers resident in the United States may be limited to brokers, dealers, banks and other nominees located in:\n\n(i) The United States,\n\n(ii) The issuer's jurisdiction of incorporation, and\n\n(iii) The jurisdiction that is the primary trading market for the issuer's voting securities, if different than the issuer's jurisdiction of incorporation; and\n\n(2) Notwithstanding § 240.12g5-1(a)(8) of this chapter, the issuer shall not exclude securities held by persons who received the securities pursuant to an employee compensation plan.\n\nB. If, after reasonable inquiry, the issuer is unable to obtain information about the amount of shares represented by accounts of customers resident in the United States, the issuer may assume, for purposes of this definition, that the customers are residents of the jurisdiction in which the nominee has its principal place of business.\n\nC. Count shares of voting securities beneficially owned by residents of the United States as reported on reports of beneficial ownership provided to the issuer or filed publicly and based on information otherwise provided to the issuer.\n\n(2) In the case of a new registrant with the Commission, the determination of whether an issuer is a foreign private issuer shall be made as of a date within 30 days prior to the issuer's filing of an initial registration statement under either the Act or the Securities Exchange Act of 1934.\n\n(3) Once an issuer qualifies as a foreign private issuer, it will immediately be able to use the forms and rules designated for foreign private issuers until it fails to qualify for this status at the end of its most recently completed second fiscal quarter. An issuer's determination that it fails to qualify as a foreign private issuer governs its eligibility to use the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following the determination date. Once an issuer fails to qualify for foreign private issuer status, it will remain unqualified unless it meets the requirements for foreign private issuer status as of the last business day of its second fiscal quarter.\n\nForm available solely to investment companies registered under the Investment Company Act of 1940. A form available solely to investment companies registered under the Investment Company Act of 1940 includes the form used to register the offering of securities of a registered non-variable annuity for purposes of the Securities Act of 1933.\n\nFree writing prospectus. Except as otherwise specifically provided or the context otherwise requires, a free writing prospectus is any written communication as defined in this section that constitutes an offer to sell or a solicitation of an offer to buy the securities relating to a registered offering that is used after the registration statement in respect of the offering is filed (or, in the case of a well-known seasoned issuer, whether or not such registration statement is filed) and is made by means other than:\n\n(1) A prospectus satisfying the requirements of section 10(a) of the Act, Rule 430 (§ 230.430), Rule 430A (§ 230.430A), Rule 430B (§ 230.430B), Rule 430C (§ 230.430C), Rule 430D (§ 230.430D), or Rule 431 (§ 230.431);\n\n(2) A written communication used in reliance on Rule 167 and Rule 426 (§ 230.167 and § 230.426);\n\n(3) A written communication that constitutes an offer to sell or solicitation of an offer to buy such securities that falls within the exception from the definition of prospectus in clause (a) of section 2(a)(10) of the Act; or\n\n(4) A written communication used in reliance on Rule 163B (§ 230.163B) or on section 5(d) of the Act.\n\nGraphic communication. The term graphic communication, which appears in the definition of “write, written” in section 2(a)(9) of the Act and in the definition of written communication in this section, shall include all forms of electronic media, including, but not limited to, audiotapes, videotapes, facsimiles, CD-ROM, electronic mail, Internet Web sites, substantially similar messages widely distributed (rather than individually distributed) on telephone answering or voice mail systems, computers, computer networks and other forms of computer data compilation. Graphic communication shall not include a communication that, at the time of the communication, originates live, in real-time to a live audience and does not originate in recorded form or otherwise as a graphic communication, although it is transmitted through graphic means.\n\nIneligible issuer.\n\n(1) An ineligible issuer is an issuer with respect to which any of the following is true as of the relevant date of determination:\n\n(i) Any issuer that is required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) or section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29) that has not filed all reports and other materials required to be filed during the preceding 12 months (or for such shorter period that the issuer was required to file such reports pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940), other than reports on Form 8-K (§ 249.308 of this chapter) required solely pursuant to an item specified in General Instruction I.A.3(b) of Form S-3 (§ 239.13 of this chapter) or General Instruction A.2.a of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) (or in the case of an asset-backed issuer, to the extent the depositor or any issuing entity previously established, directly or indirectly, by the depositor (as such terms are defined in § 229.1101 of this chapter (Item 1101 of Regulation AB) are or were at any time during the preceding 12 calendar months required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to a class of asset-backed securities involving the same asset class, such depositor and each such issuing entity must have filed all reports and other material required to be filed for such period (or such shorter period that each such entity was required to file such reports), other than reports on Form 8-K required solely pursuant to an item specified in General Instruction I.A.2 of Form SF-3);\n\n(ii) The issuer is, or during the past three years the issuer or any of its predecessors was:\n\n(A) A blank check company as defined in Rule 419(a)(2) (§ 230.419(a)(2));\n\n(B) A shell company, other than a business combination related shell company, each as defined in this section;\n\n(C) An issuer in an offering of penny stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934 (§ 240.3a51-1 of this chapter);\n\n(iii) The issuer is a limited partnership that is offering and selling its securities other than through a firm commitment underwriting;\n\n(iv) Within the past three years, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the issuer, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the issuer subject to the following:\n\n(A) In the case of an involuntary bankruptcy in which a petition was filed against the issuer, ineligibility will occur upon the earlier to occur of:\n\n(1) 90 days following the date of the filing of the involuntary petition (if the case has not been earlier dismissed); or\n\n(2) The conversion of the case to a voluntary proceeding under federal bankruptcy or state insolvency laws; and\n\n(B) Ineligibility will terminate under this paragraph (1)(iv) if an issuer has filed an annual report with audited financial statements subsequent to its emergence from that bankruptcy, insolvency, or receivership process;\n\n(v) Within the past three years, the issuer or any entity that at the time was a subsidiary of the issuer was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of section 15(b)(4)(B) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(4)(B)(i) through (iv));\n\n(vi) Within the past three years (but in the case of a decree or order agreed to in a settlement, not before December 1, 2005), the issuer or any entity that at the time was a subsidiary of the issuer was made the subject of any judicial or administrative decree or order arising out of a governmental action that:\n\n(A) Prohibits certain conduct or activities regarding, including future violations of, the anti-fraud provisions of the federal securities laws;\n\n(B) Requires that the person cease and desist from violating the anti-fraud provisions of the federal securities laws; or\n\n(C) Determines that the person violated the anti-fraud provisions of the federal securities laws;\n\n(vii) The issuer has filed a registration statement that is the subject of any pending proceeding or examination under section 8 of the Act or has been the subject of any refusal order or stop order under section 8 of the Act within the past three years;\n\n(viii) The issuer is the subject of any pending proceeding under section 8A of the Act in connection with an offering; or\n\n(ix) In the case of an issuer that is a registered closed-end investment company or a business development company, within the past three years any person or entity that at the time was an investment adviser to the issuer, including any sub-adviser, was made the subject of any judicial or administrative decree or order arising out of a governmental action that determines that the investment adviser aided, abetted or caused the issuer to have violated the anti-fraud provisions of the Federal securities laws.\n\n(2) An issuer shall not be an ineligible issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer. Any such determination shall be without prejudice to any other action by the Commission in any other proceeding or matter with respect to the issuer or any other person.\n\n(3) The date of determination of whether an issuer is an ineligible issuer is as follows:\n\n(i) For purposes of determining whether an issuer is a well-known seasoned issuer, at the date specified for purposes of such determination in paragraph (2) of the definition of well-known seasoned issuer in this section; and\n\n(ii) For purposes of determining whether an issuer or offering participant may use free writing prospectuses in respect of an offering in accordance with the provisions of Rules 164 and 433 (§ 230.164 and § 230.433), at the date in respect of the offering specified in paragraph (h) of Rule 164.\n\nMajority-owned subsidiary. The term majority-owned subsidiary means a subsidiary more than 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.\n\nMaterial. The term material, when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters to which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase the security registered.\n\nOfficer. The term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization whether incorporated or unincorporated.\n\nParent. A parent of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.\n\nPredecessor. The term predecessor means 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 in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.\n\nPrincipal underwriter. The term principal underwriter means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter, the term issuer having the meaning given in sections 2(4) and 2(11) of the Act.\n\nPromoter.\n\n(1) The term promoter includes:\n\n(i) 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; or\n\n(ii) 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 such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration 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.\n\n(2) All persons coming within the definition of promoter in paragraph (1) of this definition may be referred to as founders or organizers or by another term provided that such term is reasonably descriptive of those persons' activities with respect to the issuer.\n\nProspectus. Unless otherwise specified or the context otherwise requires, the term prospectus means a prospectus meeting the requirements of section 10(a) of the Act.\n\nRegistered closed-end investment company. The term registered closed-end investment company means a closed-end company, as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2)), that is registered under the Investment Company Act.\n\nRegistered index-linked annuity. The term registered index-linked annuity means an annuity or an option available under an annuity:\n\n(1) That is deemed a security;\n\n(2) That is offered or sold in a registered offering;\n\n(3) That is issued by an insurance company that is the subject to the supervision of either the insurance commissioner or bank commissioner of any State or any agency or officer performing like functions as such commissioner;\n\n(4) That is not issued by an investment company; and\n\n(5) Whose contract value, either during the accumulation period or after annuitization or both, will earn positive or negative interest based, in part, on the performance of any index, rate, or benchmark.\n\nRegistered market value adjustment annuity. The term registered market value adjustment annuity means an annuity or an option available under an annuity, that is not a registered index-linked annuity, and:\n\n(1) That is deemed a security;\n\n(2) That is offered or sold in a registered offering;\n\n(3) That is issued by an insurance company that is subject to the supervision of either the insurance commissioner or bank commissioner of any State or any agency or officer performing like functions as such commissioner;\n\n(4) That is not issued by an investment company; and\n\n(5) Whose contract value may reflect a positive or negative adjustment (based on calculations using a predetermined formula, a change in interest rates, or some other factor or benchmark) if amounts are withdrawn before the end of a specified period.\n\nRegistered non-variable annuity. The term registered non-variable annuity means any registered index-linked annuity or registered market value adjustment annuity.\n\nRegistrant. The term registrant means the issuer of the securities for which the registration statement is filed.\n\nShare. The term share means a share of stock in a corporation or unit of interest in an unincorporated person.\n\nShell company. The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has:\n\n(1) No or nominal operations; and\n\n(2) Either:\n\n(i) No or nominal assets;\n\n(ii) Assets consisting solely of cash and cash equivalents; or\n\n(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.\n\nNote:\n\nFor purposes of this definition, the determination of a registrant's assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant's balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.\n\nSignificant subsidiary. The term significant subsidiary means a subsidiary, including its subsidiaries, which meets any of the conditions in paragraph (1), (2), or (3) of this definition; however, if the registrant is a registered investment company or a business development company, the tested subsidiary meets any of the conditions in paragraph (4) of this definition instead of any of the conditions in paragraph (1), (2), or (3) of this definition. A registrant that files its financial statements in accordance with or provides a reconciliation to U.S. Generally Accepted Accounting Principles (U.S. GAAP) must use amounts determined under U.S. GAAP. A foreign private issuer that files its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB) must use amounts determined under IFRS-IASB.\n\n(1) Investment test.\n\n(i) For acquisitions, other than those described in paragraph (1)(ii) of this definition, and dispositions this test is met when the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the aggregate worldwide market value of the registrant's voting and non-voting common equity, or if the registrant has no such aggregate worldwide market value, the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.\n\n(A) For acquisitions, the “investments in” the tested subsidiary is the consideration transferred, adjusted to exclude the registrant's and its subsidiaries' proportionate interest in the carrying value of assets transferred by the registrant and its subsidiaries consolidated to the tested subsidiary that will remain with the combined entity after the acquisition. It must include the fair value of contingent consideration if required to be recognized at fair value by the registrant at the acquisition date under U.S. GAAP or IFRS-IASB, as applicable; however if recognition at fair value is not required, it must include all contingent consideration, except contingent consideration for which the likelihood of payment is remote.\n\n(B) For dispositions, the “investments in” the tested subsidiary is the fair value of the consideration, including contingent consideration, for the disposed subsidiary when comparing to the aggregate worldwide market value of the registrant's voting and non-voting common equity, or, when the registrant has no such aggregate worldwide market value, the carrying value of the disposed subsidiary when comparing to total assets of the registrant.\n\n(C) When determining the aggregate worldwide market value of the registrant's voting and non-voting common equity, use the average of such aggregate worldwide market value calculated daily for the last five trading days of the registrant's most recently completed month ending prior to the earlier of the registrant's announcement date or agreement date of the acquisition or disposition.\n\n(ii) For a combination between entities or businesses under common control, this test is met when either the net book value of the tested subsidiary exceeds 10 percent of the registrant's and its subsidiaries' consolidated total assets or the number of common shares exchanged or to be exchanged by the registrant exceeds 10 percent of its total common shares outstanding at the date the combination is initiated.\n\n(iii) In all other cases, this test is met when the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.\n\n(2) Asset test. This test is met when the registrant's and its other subsidiaries' proportionate share of the tested subsidiary's consolidated total assets (after intercompany eliminations) exceeds 10 percent of such total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.\n\n(3) Income test.\n\n(i) This test is met when:\n\n(A) The absolute value of the registrant's and its other subsidiaries' equity in the tested subsidiary's consolidated income or loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interests exceeds 10 percent of the absolute value of such income or loss of the registrant and its subsidiaries consolidated for the most recently completed fiscal year; and\n\n(B) The registrant's and its other subsidiaries' proportionate share of the tested subsidiary's consolidated total revenue from continuing operations (after intercompany eliminations) exceeds 10 percent of such total revenue of the registrant and its subsidiaries consolidated for the most recently completed fiscal year. This paragraph (3)(i)(B) does not apply if either the registrant and its subsidiaries consolidated or the tested subsidiary did not have material revenue in each of the two most recently completed fiscal years.\n\n(ii) When determining the income component in paragraph (3)(i)(A) of this definition:\n\n(A) If a net loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interest has been incurred by either the registrant and its subsidiaries consolidated or the tested subsidiary, but not both, exclude the equity in the income or loss from continuing operations before income taxes (after intercompany eliminations) of the tested subsidiary attributable to the controlling interest from such income or loss of the registrant and its subsidiaries consolidated for purposes of the computation;\n\n(B) Compute the test using the average described in this paragraph (3)(ii)(B) if the revenue component in paragraph (3)(i)(B) in this definition does not apply and the absolute value of the registrant's and its subsidiaries' consolidated income or loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interests for the most recent fiscal year is at least 10 percent lower than the average of the absolute value of such amounts for each of its last five fiscal years; and\n\n(C) Entities reporting losses must not be aggregated with entities reporting income where the test involves combined entities, as in the case of determining whether summarized financial data must be presented or whether the aggregate impact specified in §§ 210.3-05(b)(2)(iv) and 210.3-14(b)(2)(i)(C) of this chapter is met, except when determining whether related businesses meet this test for purposes of §§ 210.3-05 and 210.8-04 of this chapter.\n\n(4) Registered investment company or business development company. For a registrant that is a registered investment company or a business development company, the term significant subsidiary means a subsidiary, including its subsidiaries, which meets any of the following conditions using amounts determined under U.S. GAAP and, if applicable, section 2(a)(41) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(41)):\n\n(i) Investment test. The value of the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the value of the total investments of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or\n\n(ii) Income test. The absolute value of the sum of combined investment income from dividends, interest, and other income, the net realized gains and losses on investments, and the net change in unrealized gains and losses on investments from the tested subsidiary (except, for purposes of § 210.6-11 of this chapter, the absolute value of the change in net assets resulting from operations of the tested subsidiary), for the most recently completed fiscal year exceeds:\n\n(A) 80 percent of the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated for the most recently completed fiscal year; or\n\n(B) 10 percent of the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated for the most recently completed fiscal year and the investment test (paragraph (4)(i) of this definition) condition exceeds 5 percent. However, if the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated is at least 10 percent lower than the average of the absolute value of such amounts for each of its last five fiscal years, then the registrant may compute both conditions of the income test using the average of the absolute value of such amounts for the registrant and its subsidiaries consolidated for each of its last five fiscal years.\n\nSmaller reporting company. As used in this part, the term smaller reporting company means an issuer that is not an investment company, an asset-backed issuer (as defined in § 229.1101 of this chapter), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:\n\n(1) Had a public float of less than $250 million; or\n\n(2) Had annual revenues of less than $100 million and either:\n\n(i) No public float; or\n\n(ii) A public float of less than $700 million.\n\n(3) Whether an issuer is a smaller reporting company is determined on an annual basis.\n\n(i) For issuers that are required to file reports under section 13(a) or 15(d) of the Exchange Act:\n\n(A) Public float is measured as of the last business day of the issuer's most recently completed second fiscal quarter and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity;\n\n(B) Annual revenues are as of the most recently completed fiscal year for which audited financial statements are available; and\n\n(C) An issuer must reflect the determination of whether it came within the definition of smaller reporting company in its quarterly report on Form 10-Q for the first fiscal quarter of the next year, indicating on the cover page of that filing, and in subsequent filings for that fiscal year, whether it is a smaller reporting company, except that, if a determination based on public float indicates that the issuer is newly eligible to be a smaller reporting company, the issuer may choose to reflect this determination beginning with its first quarterly report on Form 10-Q following the determination, rather than waiting until the first fiscal quarter of the next year.\n\n(ii) For determinations based on an initial registration statement under the Securities Act or Exchange Act for shares of its common equity:\n\n(A) Public float is measured as of a date within 30 days of the date of the filing of the registration statement and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of shares of its voting and non-voting common equity included in the registration statement by the estimated public offering price of the shares;\n\n(B) Annual revenues are as of the most recently completed fiscal year for which audited financial statements are available; and\n\n(C) The issuer must reflect the determination of whether it came within the definition of smaller reporting company in the registration statement and must appropriately indicate on the cover page of the filing, and subsequent filings for the fiscal year in which the filing is made, whether it is a smaller reporting company. The issuer must re-determine its status at the end of its second fiscal quarter and then reflect any change in status as provided in paragraph (3)(i)(C) of this definition. In the case of a determination based on an initial Securities Act registration statement, an issuer that was not determined to be a smaller reporting company has the option to re-determine its status at the conclusion of the offering covered by the registration statement based on the actual offering price and number of shares sold.\n\n(iii) Once an issuer determines that it does not qualify for smaller reporting company status because it exceeded one or more of the current thresholds, it will remain unqualified unless when making its annual determination either:\n\n(A) It determines that its public float was less than $200 million; or\n\n(B) It determines that its public float and its annual revenues meet the requirements for subsequent qualification included in the following chart:\n\nPrior annual revenues\n\nPrior public float\n\nNone or less than $700 million\n\n$700 million or more\n\nLess than $100 million\nNeither threshold exceeded\nPublic float—Less than $560 million; and\n\nRevenues—Less than $100 million.\n\n$100 million or more\nPublic float—None or less than $700 million; and\nPublic float—Less than $560 million; and\n\nRevenues—Less than $80 million\nRevenues—Less than $80 million.\n\nInstruction 1 to definition of “smaller reporting company”: A registrant that qualifies as a smaller reporting company under the public float thresholds identified in paragraphs (1) and (3)(iii)(A) of this definition will qualify as a smaller reporting company regardless of its revenues.\n\nInstruction 2 to definition of “smaller reporting company”: A foreign private issuer is not eligible to use the requirements for smaller reporting companies unless it uses the forms and rules designated for domestic issuers and provides financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles.\n\n(iv) Upon the consummation of a de-SPAC transaction, as defined in § 229.1601(a) of this chapter (Item 1601(a) of Regulation S-K), an issuer must re-determine its status as a smaller reporting company pursuant to the thresholds set forth in paragraphs (1) and (2) of this definition prior to its first filing, other than pursuant to Items 2.01(f), 5.01(a)(8), and/or 9.01(c) of Form 8-K, following the de-SPAC transaction and reflect this re-determination in its filings beginning 45 days after consummation of the de-SPAC transaction.\n\n(A) Public float is measured as of a date within four business days after the consummation of the de-SPAC transaction and is computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates as of that date by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; and\n\n(B) Annual revenues are the annual revenues of the target company, as defined in § 229.1601(d) of this chapter (Item 1601(d) of Regulation S-K), as of the most recently completed fiscal year reported in the Form 8-K filed pursuant to Items 2.01(f), 5.01(a)(8), and/or 9.01(c) of Form 8-K.\n\nSubsidiary. A subsidiary of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries. (See also majority owned subsidiary, significant subsidiary, totally held subsidiary, and wholly owned subsidiary.)\n\nSub-underwriter. The term sub-underwriter means a dealer that is participating as an underwriter in an offering by committing to purchase securities from a principal underwriter for the securities but is not itself in privity of contract with the issuer of the securities.\n\nSuccession. The term succession means 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.\n\nTotally held subsidiary. The term totally held subsidiary means a subsidiary (1) substantially all of whose outstanding securities are owned by its parent and/or the parent's other totally held subsidiaries, and (2) 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.\n\nVoting securities. The term voting securities means securities the holders of which are presently entitled to vote for the election of directors.\n\nWell-known seasoned issuer. A well-known seasoned issuer is an issuer that, as of the most recent determination date determined pursuant to paragraph (2) of this definition:\n\n(1)\n\n(i) Meets all the registrant requirements of General Instruction I.A. of Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or General Instructions A.2.a and A.2.b of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) and either:\n\n(A) As of a date within 60 days of the determination date, has a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates of $700 million or more; or\n\n(B)(1) As of a date within 60 days of the determination date, has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the Act; and\n\n(2) Will register only non-convertible securities, other than common equity, and full and unconditional guarantees permitted pursuant to paragraph (1)(ii) of this definition unless, at the determination date, the issuer also is eligible to register a primary offering of its securities relying on General Instruction I.B.1. of Form S-3 or Form F-3 or is eligible to register a primary offering described in General Instruction I.B.1. of Form S-3 relying on General Instruction A.2 of Form N-2.\n\n(3) Provided that as to a parent issuer only, for purposes of calculating the aggregate principal amount of outstanding non-convertible securities under paragraph (1)(i)(B)(1) of this definition, the parent issuer may include the aggregate principal amount of non-convertible securities, other than common equity, of its majority-owned subsidiaries issued in registered primary offerings for cash, not exchange, that it has fully and unconditionally guaranteed, within the meaning of Rule 3-10 of Regulation S-X (§ 210.3-10 of this chapter) in the last three years; or\n\n(ii) Is a majority-owned subsidiary of a parent that is a well-known seasoned issuer pursuant to paragraph (1)(i) of this definition and, as to the subsidiaries' securities that are being or may be offered on that parent's registration statement:\n\n(A) The parent has provided a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of the payment obligations on the subsidiary's securities and the securities are non-convertible securities, other than common equity;\n\n(B) The securities are guarantees of:\n\n(1) Non-convertible securities, other than common equity, of its parent being registered; or\n\n(2) Non-convertible securities, other than common equity, of another majority-owned subsidiary being registered where there is a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of such non-convertible securities by the parent; or\n\n(C) The securities of the majority-owned subsidiary meet the conditions of General Instruction I.B.2 of Form S-3 or Form F-3.\n\n(iii) Is not an ineligible issuer as defined in this section.\n\n(iv) Is not an asset-backed issuer as defined in Item 1101 of Regulation AB (§ 229.1101(b) of this chapter).\n\n(v) Is not an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), other than a registered closed-end investment company.\n\n(2) For purposes of this definition, the determination date as to whether an issuer is a well-known seasoned issuer shall be the latest of:\n\n(i) The time of filing of its most recent shelf registration statement; or\n\n(ii) The time of its most recent amendment (by post-effective amendment, incorporated report filed pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) of this chapter), or form of prospectus) to a shelf registration statement for purposes of complying with section 10(a)(3) of the Act (or if such amendment has not been made within the time period required by section 10(a)(3) of the Act, the date on which such amendment is required); or\n\n(iii) In the event that the issuer has not filed a shelf registration statement or amended a shelf registration statement for purposes of complying with section 10(a)(3) of the Act for sixteen months, the time of filing of the issuer's most recent annual report on Form 10-K (§ 249.310 of this chapter), Form 20-F (§ 249.220f of this chapter), or Form N-CSR (§§ 249.331 and 274.128 of this chapter) (or if such report has not been filed by its due date, such due date).\n\nWholly owned subsidiary. The term wholly owned subsidiary means a subsidiary substantially all of whose outstanding voting securities are owned by its parent and/or the parent's other wholly owned subsidiaries.\n\nWritten communication. Except as otherwise specifically provided or the context otherwise requires, a written communication is any communication that is written, printed, a radio or television broadcast, or a graphic communication as defined in this section.\n\nNote:\n\nNote to definition of “written communication.”\n\nA communication that is a radio or television broadcast is a written communication regardless of the means of transmission of the broadcast.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.405" + }, + { + "key": "sec-rule:415", + "heading": "Rule 415 — Delayed or continuous offering and sale of securities (17 C.F.R. § 230.415)", + "text": "(a) Securities may be registered for an offering to be made on a continuous or delayed basis in the future, Provided, That:\n\n(1) The registration statement pertains only to:\n\n(i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;\n\n(ii) Securities which are to be offered and sold pursuant to a dividend or interest reinvestment plan or an employee benefit plan of the registrant;\n\n(iii) Securities which are to be issued upon the exercise of outstanding options, warrants or rights;\n\n(iv) Securities which are to be issued upon conversion of other outstanding securities;\n\n(v) Securities which are pledged as collateral;\n\n(vi) Securities which are registered on Form F-6 (§ 239.36 of this chapter);\n\n(vii) Asset-backed securities (as defined in 17 CFR 229.1101(c)) registered (or qualified to be registered) on Form SF-3 (§ 239.45 of this chapter) which are to be offered and sold on an immediate or delayed basis by or on behalf of the registrant;\n\nInstruction to paragraph (a)(1)(vii): The requirements of General Instruction I.B.1 of Form SF-3 (§ 239.45 of this chapter) must be met for any offerings of an asset-backed security (as defined in 17 CFR 229.1101(c)) registered in reliance on this paragraph (a)(1)(vii).\n\n(viii) Securities which are to be issued in connection with business combination transactions;\n\n(ix) Securities, other than asset-backed securities (as defined in 17 CFR 229.1101(c)), the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness;\n\n(x) Securities registered (or qualified to be registered) on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or on Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 of that form, which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the registrant, a majority-owned subsidiary of the registrant or a person of which the registrant is a majority-owned subsidiary; or\n\n(xi) Shares of common stock which are to be offered and sold on a delayed or continuous basis by or on behalf of a registered closed-end investment company or business development company that makes periodic repurchase offers pursuant to § 270.23c-3 of this chapter.\n\n(xii) Asset-backed securities (as defined in 17 CFR 229.1101(c)) that are to be offered and sold on a continuous basis if the offering is commenced promptly and being conducted on the condition that the consideration paid for such securities will be promptly refunded to the purchaser unless:\n\n(A) All of the securities being offered are sold at a specified price within a specified time; and\n\n(B) The total amount due to the seller is received by him by a specified date.\n\n(xiii) Exchange-traded vehicle securities which are to be offered and sold on a continuous basis by or on behalf of the registrant in accordance with § 230.456(d) (Rule 456(d)).\n\n(2) Securities in paragraphs (a)(1)(viii) and (ix) of this section that are not registered on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or on Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 of that form, may only be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.\n\n(3) The registrant furnishes the undertakings required by Item 512(a) of Regulation S-K (§ 229.512(a) of this chapter), except that a registrant that is an investment company filing on Form N-2 must furnish the undertakings required by Item 34.4 of Form N-2 (§ 239.14 and § 274.11a-1 of this chapter).\n\n(4) In the case of a registration statement pertaining to an at the market offering of equity securities by or on behalf of the registrant, the offering must come within paragraph (a)(1)(x) of this section. As used in this paragraph, the term “at the market offering” means an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price.\n\n(5) Securities registered on an automatic shelf registration statement and securities described in paragraphs (a)(1)(vii), (ix), and (x) of this section may be offered and sold only if not more than three years have elapsed since the initial effective date of the registration statement under which they are being offered and sold, provided, however, that if a new registration statement has been filed pursuant to paragraph (a)(6) of this section:\n\n(i) If the new registration statement is an automatic shelf registration statement, it shall be immediately effective pursuant to Rule 462(e) (§ 230.462(e)); or\n\n(ii) If the new registration statement is not an automatic shelf registration statement:\n\n(A) Securities covered by the prior registration statement may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement; and\n\n(B) A continuous offering of securities covered by the prior registration statement that commenced within three years of the initial effective date may continue until the effective date of the new registration statement if such offering is permitted under the new registration statement.\n\n(6) Prior to the end of the three-year period described in paragraph (a)(5) of this section, an issuer may file a new registration statement covering securities described in such paragraph (a)(5) of this section, which may, if permitted, be an automatic shelf registration statement. The new registration statement and prospectus included therein must include all the information that would be required at that time in a prospectus relating to all offering(s) that it covers. Prior to the effective date of the new registration statement (including at the time of filing in the case of an automatic shelf registration statement), the issuer may include on such new registration statement any unsold securities covered by the earlier registration statement by identifying on the bottom of the facing page of the new registration statement or latest amendment thereto, unless expressly required in another part of the registration statement, the amount of such unsold securities being included and any filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities. The offering of securities on the earlier registration statement will be deemed terminated as of the date of effectiveness of the new registration statement.\n\n(b) This section shall not apply to any registration statement pertaining to a registered non-variable annuity, securities issued by a face-amount certificate company, or redeemable securities issued by an open-end management company or unit investment trust under the Investment Company Act of 1940 or any registration statement filed by any foreign government or political subdivision thereof.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.415" + }, + { + "key": "sec-rule:424", + "heading": "Rule 424 — Filing of prospectuses, number of copies (17 C.F.R. § 230.424)", + "text": "(a) Except as provided in paragraph (f) of this section, five copies of every form of prospectus sent or given to any person prior to the effective date of the registration statement which varies from the form or forms of prospectus included in the registration statement as filed pursuant to § 230.402(a) of this chapter shall be filed as a part of the registration statement not later than the date such form of prospectus is first sent or given to any person: Provided, however, That only a form of prospectus that contains substantive changes from or additions to a prospectus previously filed with the Commission as part of a registration statement need be filed pursuant to this paragraph (a).\n\n(b) Ten copies of each form of prospectus purporting to comply with section 10 of the Act, except for documents constituting a prospectus pursuant to Rule 428(a) (§ 230.428(a)) or free writing prospectuses pursuant to Rule 164 and Rule 433 (§ 230.164 and § 230.433), shall be filed with the Commission in the form in which it is used after the effectiveness of the registration statement and identified as required by paragraph (e) of this section; provided, however, that only a form of prospectus that contains substantive changes from or additions to a previously filed prospectus is required to be filed; Provided, further, that this paragraph (b) shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding, which prospectus is intended for use prior to the opening of bids. Ten copies of the form of prospectus shall be filed or transmitted for filing as follows:\n\n(1) A form of prospectus that discloses information previously omitted from the prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act (§ 230.430A of this chapter) shall be filed with the commission no later than the second business day following the earlier of the date of determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(2) A form of prospectus that is used in connection with a primary offering of securities pursuant to Rule 415(a)(1)(x) (§ 230.415(a)(1)(x)) or a primary offering of securities registered for issuance on a delayed basis pursuant to Rule 415(a)(1)(vii) or (viii) (§ 230.415(a)(1)(vii) or (viii)) and that, in the case of Rule 415(a)(1)(viii) discloses the public offering price, description of securities or similar matters, and in the case of Rule 415(a)(1)(vii) and (x) discloses information previously omitted from the prospectus filed as part of an effective registration statement in reliance on Rule 430B (§ 230.430B), or, in the case of asset-backed securities, Rule 430D (§ 230.430D) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(3) A form of prospectus that reflects facts or events other than those covered in paragraphs (b) (1), (2) and (6) of this section that constitute a substantive change from or addition to the information set forth in the last form of prospectus filed with the Commission under this section or as part of a registration statement under the Securities Act shall be filed with the Commission no later than the fifth business day after the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(4) A form of prospectus that discloses information, facts or events covered in both paragraphs (b) (1) and (3) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(5) A form of prospectus that discloses information, facts or events covered in both paragraphs (b) (2) and (3) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(6) A form of prospectus used in connection with an offering of securities under Canada's National Policy Statement No. 45 pursuant to rule 415 under the Securities Act (§ 230.415 of this chapter) that is not made in the United States shall be filed with the Commission no later than the date it is first used in Canada, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(7) A form of prospectus that identifies selling security holders and the amounts to be sold by them that was previously omitted from the registration statement and the prospectus in reliance upon Rule 430B (§ 230.430B) shall be filed with the Commission no later than the second business day following the earlier of the date of sale or the date of first use or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(8) A form of prospectus otherwise required to be filed pursuant to paragraph (b) of this section that is not filed within the time frames specified in paragraph (b) of this section must be filed pursuant to this paragraph as soon as practicable after the discovery of such failure to file.\n\nNote to paragraph (b)(8) of Rule 424.\n\nA form of prospectus required to be filed pursuant to another paragraph of Rule 424(b) that is filed under Rule 424(b)(8) shall nonetheless be “required to be filed” under such other paragraph.\n\nInstruction to paragraph (b): Notwithstanding § 230.424 (b)(2) and (b)(5) above, a form of prospectus or prospectus supplement relating to an offering of asset-backed securities under § 230.415(a)(1)(vii) or 230.415(a)(1)(xii) that is required to be filed pursuant to paragraph (b) of this section shall be filed with the Commission no later than the second business day following the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(c) If a form of prospectus, other than one filed pursuant to paragraph (b)(1) or (b)(4) of this Rule, consists of a prospectus supplement attached to a form of prospectus that (1) previously had been filed or (2) was not required to be filed pursuant to paragraph (b) because it did not contain substantive changes from a prospectus that previously was filed, only the prospectus supplement need be filed under paragraph (b) of this rule, provided that the first page of each prospectus supplement includes a cross reference to the date(s) of the related prospectus and any prospectus supplements thereto that together constitute the prospectus required to be delivered by Section 5(b) of the Securities Act (15 U.S.C. 77e(b)) with respect to the securities currently being offered or sold. The cross reference may be set forth in longhand, provided it is legible.\n\nNote:\n\nAny prospectus supplement being filed separately that is smaller than a prospectus page should be attached to an 8\n1/2″ × 11″ sheet of paper.\n\n(d) Every prospectus consisting of a radio or television broadcast shall be reduced to writing. Five copies of every such prospectus shall be filed with the Commission in accordance with the requirements of this section.\n\n(e) Each copy of a form of prospectus filed under this rule shall contain in the upper right corner of the cover page the paragraph of this rule, including the subparagraph if applicable, under which the filing is made, and the file number of the registration statement to which the prospectus relates. The information required by this paragraph may be set forth in longhand, provided it is legible.\n\n(f) This section shall not apply with respect to prospectuses of an investment company registered under the Investment Company Act of 1940 (other than a registered closed-end investment company) or prospectuses that pertain to a registered non-variable annuity. References to “form of prospectus” in paragraphs (a), (b), and (c) of this section shall be deemed also to refer to the form of Statement of Additional Information.\n\n(g) A form of prospectus filed pursuant to this section must include the following information, as applicable, in a single exhibit submitted as required by § 232.408 of this chapter (Rule 408 of Regulation S-T), provided, however, that if the exhibit is submitted in connection with Form SF-1 (§ 239.44 of this chapter) or Form SF-3 (§ 239.45 of this chapter), it is permitted but not required to be submitted as otherwise required by Rule 408.\n\n(1) If the form of prospectus operates to reflect the payment of filing fees for an offering or offerings pursuant to § 230.456(b) or (c) (Rule 456(b) or (c)), the calculation of filing fee table immediately followed by the information required by the form instructions to the registration fee table reflecting the payment of such filing fees for the securities that are the subject of the payment; and\n\n(2) The maximum aggregate amount or maximum aggregate offering price of the securities to which the final prospectus relates and indication that the final prospectus is a final prospectus for the related offering, as applicable, as required by General Instruction II.F of Form S-3 (§ 239.13 of this chapter), General Instruction II.G of Form F-3 (§ 239.33 of this chapter), General Instruction II.D of Form SF-3 (§ 239.45 of this chapter), General Instruction H of Form S-4 (§ 239.25 of this chapter), and General Instruction C.2 of Form N-2 ((§§ 239.14 and 274.11a-1 of this chapter).\n\n(h)\n\n(1) Three copies of a form of prospectus relating to an offering of asset-backed securities pursuant to § 230.415(a)(1)(vii) or § 230.415(a)(1)(xii) disclosing information previously omitted from the prospectus filed as part of an effective registration statement in reliance on § 230.430D shall be filed with the Commission at least three business days before the date of the first sale in the offering, or if used earlier, the earlier of:\n\n(i) The applicable number of business days before the date of the first sale; or\n\n(ii) The second business day after first use.\n\n(2) Three copies of a prospectus supplement relating to an offering of asset-backed securities pursuant to § 230.415(a)(1)(vii) or § 230.415(a)(1)(xii) that reflects any material change from the information contained in a prospectus filed in accordance with § 230.424(h)(1) shall be filed with the Commission at least forty-eight hours before the date and time of the first sale in the offering. The prospectus supplement must clearly delineate what material information has changed and how the information has changed from the prospectus filed in accordance with paragraph (h)(1) of this section.\n\nInstruction to paragraph (h): The filing requirements of this paragraph (h) do not apply if a filing is made solely to add fees pursuant to § 230.457 and for no other purpose.\n\n(i)\n\n(1) A form of prospectus filed pursuant to this section that operates to reflect the payment of filing fees for an offering of an indeterminate amount of exchange-traded vehicle securities pursuant to §§ 230.456(d) and 230.457(u) (Rule 456(d) and Rule 457(u)) shall be filed with the Commission within the time period set forth in Rule 456(d). The form of prospectus must be accompanied by the appropriate registration fee.\n\n(2) The form of prospectus must include the following information in an exhibit submitted as required by Rule 408 of Regulation S-T:\n\n(i) The name and address of issuer;\n\n(ii) The name of the securities for which the prospectus is filed;\n\n(iii) The Securities Act file number(s) of the registration statement(s) associated with the offering;\n\n(iv) The last day of the fiscal year for the issuer for which the prospectus is filed;\n\n(v) The calculation of registration fee information calculated pursuant to Rule 457(u); and\n\n(vi) The total interest due pursuant to Rule 456(d)(5) and the total amount of registration fee due including any such interest, if the prospectus is being filed more than 90 days after the end of the issuer's fiscal year.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.424" + }, + { + "key": "sec-rule:430a", + "heading": "Rule 430A — Prospectus in a registration statement at the time of effectiveness (17 C.F.R. § 230.430A)", + "text": "(a) The form of prospectus filed as part of a registration statement that is declared effective may omit information with respect to the public offering price, underwriting syndicate (including any material relationships between the registrant and underwriters not named therein), underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates, and terms of the securities dependent upon the offering date; and such form of prospectus need not contain such information in order for the registration statement to meet the requirements of Section 7 of the Securities Act (15 U.S.C. 77g) for the purposes of Section 5 thereof (15 U.S.C. 77e), Provided, That:\n\n(1) The securities to be registered are offered for cash;\n\n(2) The registrant furnishes the undertakings required by § 229.512(i) of this chapter (Item 512(i) of Regulation S-K), or the undertakings required by Item 34.4 of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter); and\n\n(3) The information ommitted in reliance upon paragraph (a) from the form of prospectus filed as part of a registration statement that is declared effective is contained in a form of prospectus filed with the Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities Act (§§ 230.424(b) or 230.497(h) of this chapter); except that if such form of prospectus is not so filed by the later of fifteen business days after the effective date of the registration statement or fifteen business days after the effectiveness of a post-effective amendment thereto that contains a form of prospectus, or transmitted by a means reasonably calculated to result in filing with the Commission by that date, the information omitted in reliance upon paragraph (a) must be contained in an effective post-effective amendment to the registration statement.\n\nInstruction to paragraph (a): A decrease in the volume of securities offered or change in the bona fide estimate of the maximum offering price range from that indicated in the form of prospectus filed as part of a registration statement that is declared effective may be disclosed in the form of prospectus filed with the Commission pursuant to § 230.424(b) or § 230.497(h) under the Securities Act so long as the decrease in the volume or change in the price range would not materially change the disclosure contained in the registration statement at effectiveness. Notwithstanding the foregoing, any increase or decrease in volume (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)(1) (§ 230.424(b)(1)) or Rule 497(h) (§ 230.497(h)) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.\n\n(b) The information omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, and contained in the form of prospectus filed with the Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities Act (§§ 230.424(b) or 230.497(h) of this chapter), shall be deemed to be a part of the registration statement as of the time it was declared effective.\n\n(c) When used prior to determination of the offering price of the securities, a form of prospectus relating to the securities offered pursuant to a registration statement that is declared effective with information omitted from the form of prospectus filed as part of such effective registration statement in reliance upon this Rule 430A need not contain information omitted pursuant to paragraph (a), in order to meet the requirements of Section 10 of the Securities Act (15 U.S.C. 77j) for the purpose of section 5(b)(1) (15 U.S.C. 77e(b)(1)) thereof. This provision shall not limit the information required to be contained in a form of prospectus meeting the requirements of section 10(a) of the Act for the purposes of section 5(b)(2) thereof or exception (a) of Section 2(10) (15 U.S.C. 77b(10)) thereof.\n\n(d) This rule shall not apply to registration statements for securities to be offered by competitive bidding.\n\n(e) In the case of a registration statement filed on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and § 274.11a-1 of this chapter), Form N-3 (§ 239.17a and § 274.11b of this chapter), Form N-4 (§ 239.17b and § 274.11c of this chapter), or Form N-6 (§ 239.17c and § 274.11d of this chapter), the references to “form of prospectus” in paragraphs (a) and (b) of this section and the accompanying Note shall be deemed also to refer to the form of Statement of Additional Information filed as part of such a registration statement.\n\n(f) This section may apply to registration statements that are immediately effective pursuant to Rule 462(e) and (f) (§ 230.462(e) and (f)).\n\nNote:\n\nIf information is omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, or effective post-effective amendment thereto, the registrant must ascertain promptly whether a form of prospectus transmitted for filing under Rule 424(b) of Rule 497(h) under the Securities Act actually was received for filing by the Commission and, in the event that it was not, promptly file such prospectus.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.430A" + }, + { + "key": "sec-rule:433", + "heading": "Rule 433 — Conditions to permissible post-filing free writing prospectuses (17 C.F.R. § 230.433)", + "text": "(a) Scope of section. This section applies to any free writing prospectus with respect to securities of any issuer (except as set forth in Rule 164 (§ 230.164)) that are the subject of a registration statement that has been filed under the Act. Such a free writing prospectus that satisfies the conditions of this section may include information the substance of which is not included in the registration statement. Such a free writing prospectus that satisfies the conditions of this section will be a prospectus permitted under section 10(b) of the Act for purposes of sections 2(a)(10), 5(b)(1), and 5(b)(2) of the Act and will, for purposes of considering it a prospectus, be deemed to be public, without regard to its method of use or distribution, because it is related to the public offering of securities that are the subject of a filed registration statement.\n\n(b) Permitted use of free writing prospectus. Subject to the conditions of this paragraph (b) and satisfaction of the conditions set forth in paragraphs (c) through (g) of this section, a free writing prospectus may be used under this section and Rule 164 in connection with a registered offering of securities:\n\n(1) Eligibility and prospectus conditions for seasoned issuers, well-known seasoned issuers, and offerings of registered non-variable annuity securities. Subject to the provisions of Rule 164(e), (f), and (g), the issuer or any other offering participant may use a free writing prospectus in the following offerings after a registration statement relating to the offering has been filed that includes a prospectus that, other than by reason of this section or Rule 431, satisfies the requirements of section 10 of the Act:\n\n(i) Offerings of securities registered on Form S-3 (§ 239.13 of this chapter) pursuant to General Instruction I.B.1, I.B.2, I.C., or I.D. thereof or on Form SF-3 (§ 239.45 of this chapter) or on Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 with respect to the same transactions;\n\n(ii) Offerings of securities registered on Form F-3 (§ 239.33 of this chapter) pursuant to General Instruction I.A.5, I.B.1, I.B.2, or I.C. thereof;\n\n(iii) Any other offering not excluded from reliance on this section and Rule 164 of securities of a well-known seasoned issuer;\n\n(iv) Any other offering not excluded from reliance on this section and Rule 164 of securities of an issuer eligible to use Form S-3 or Form F-3 for primary offerings pursuant to General Instruction I.B.1 of such Forms or an issuer eligible to use General Instruction A.2 of Form N-2 to register a primary offering described in General Instruction I.B.1 of Form S-3; and\n\n(v) Offerings of registered non-variable annuity securities registered on Form N-4 (§ 239.17b of this chapter) where the issuer would otherwise be eligible to use Form S-3 (§ 239.13 of this chapter) pursuant to General Instruction I.B.1, I.B.2, I.C, or I.D.\n\n(2) Eligibility and prospectus conditions for non-reporting and unseasoned issuers. If the issuer does not fall within the provisions of paragraph (b)(1) of this section, then, subject to the provisions of Rule 164(e), (f), and (g), any person participating in the offer or sale of the securities may use a free writing prospectus as follows:\n\n(i) If the free writing prospectus is or was prepared by or on behalf of or used or referred to by an issuer or any other offering participant, if consideration has been or will be given by the issuer or other offering participant for the dissemination (in any format) of any free writing prospectus (including any published article, publication, or advertisement), or if section 17(b) of the Act requires disclosure that consideration has been or will be given by the issuer or other offering participant for any activity described therein in connection with the free writing prospectus, then a registration statement relating to the offering must have been filed that includes a prospectus that, other than by reason of this section or Rule 431, satisfies the requirements of section 10 of the Act, including a price range where required by rule, and the free writing prospectus shall be accompanied or preceded by the most recent such prospectus; provided, however, that use of the free writing prospectus is not conditioned on providing the most recent such prospectus if a prior such prospectus has been provided and there is no material change from the prior prospectus reflected in the most recent prospectus; provided further, that after effectiveness and availability of a final prospectus meeting the requirements of section 10(a) of the Act, no such earlier prospectus may be provided in satisfaction of this condition, and such final prospectus must precede or accompany any free writing prospectus provided after such availability, whether or not an earlier prospectus had been previously provided.\n\nNotes to paragraph (b)(2)(i) of Rule 433.\n\n1. The condition that a free writing prospectus shall be accompanied or preceded by the most recent prospectus satisfying the requirements of section 10 of the Act would be satisfied if a free writing prospectus that is an electronic communication contained an active hyperlink to such most recent prospectus; and\n\n2. A communication for which disclosure would be required under section 17(b) of the Act as a result of consideration given or to be given, directly or indirectly, by or on behalf of an issuer or other offering participant is an offer by the issuer or such other offering participant as the case may be and is, if written, a free writing prospectus of the issuer or other offering participant.\n\n(ii) Where paragraph (b)(2)(i) of this section does not apply, a registration statement relating to the offering has been filed that includes a prospectus that, other than by reason of this section or Rule 431 satisfies the requirements of section 10 of the Act, including a price range where required by rule. For purposes of paragraph (f) of this section, the prospectus included in the registration statement relating to the offering that has been filed does not have to include a price range otherwise required by rule.\n\n(3) Successors. A successor issuer will be considered to satisfy the applicable provisions of this paragraph (b) if:\n\n(i) Its predecessor and it, taken together, satisfy the conditions, provided that the succession was primarily for the purpose of changing the state or other jurisdiction of incorporation of the predecessor or forming a holding company and the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or\n\n(ii) All predecessors met the conditions at the time of succession and the issuer has continued to do so since the succession.\n\n(c) Information in a free writing prospectus.\n\n(1) A free writing prospectus used in reliance on this section may include information the substance of which is not included in the registration statement but such information shall not conflict with:\n\n(i) Information contained in the filed registration statement, including any prospectus or prospectus supplement that is part of the registration statement (including pursuant to Rule 430B (§ 230.430B), Rule 430C (§ 230.430C) or Rule 430D (§ 230.430D) and not superseded or modified; or\n\n(ii) Information contained in the issuer's periodic and current reports filed or furnished to the Commission pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference into the registration statement and not superseded or modified, or pursuant to section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29).\n\n(2)\n\n(i) A free writing prospectus used in reliance on this section shall contain substantially the following legend:\n\nThe issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx].\n\n(ii) The legend also may provide an e-mail address at which the documents can be requested and may indicate that the documents also are available by accessing the issuer's Web site and provide the Internet address and the particular location of the documents on the Web site.\n\n(3) A free writing prospectus with respect to securities of a registered closed-end investment company or a business development company that includes fee or expense information must comply with paragraphs (i) and (j) of § 230.482 (Rule 482), as applicable.\n\n(d) Filing conditions.\n\n(1) Except as provided in paragraphs (d)(3), (d)(4), (d)(5), (d)(6), (d)(7), (d)(8), and (f) of this section, the following shall be filed with the Commission under this section by a means reasonably calculated to result in filing no later than the date of first use. The free writing prospectus filed for purposes of this section will not be filed as part of the registration statement:\n\n(i) The issuer shall file:\n\n(A) Any issuer free writing prospectus, as defined in paragraph (h) of this section;\n\n(B) Any issuer information that is contained in a free writing prospectus prepared by or on behalf of or used by any other offering participant (but not information prepared by or on behalf of a person other than the issuer on the basis of or derived from that issuer information); and\n\n(C) A description of the final terms of the issuer's securities in the offering or of the offering contained in a free writing prospectus or portion thereof prepared by or on behalf of the issuer or any offering participant, after such terms have been established for all classes in the offering; and\n\n(ii) Any offering participant, other than the issuer, shall file any free writing prospectus that is used or referred to by such offering participant and distributed by or on behalf of such person in a manner reasonably designed to lead to its broad unrestricted dissemination.\n\n(2) Each free writing prospectus or issuer information contained in a free writing prospectus filed under this section shall identify in the filing the Commission file number for the related registration statement or, if that file number is unknown, a description sufficient to identify the related registration statement.\n\n(3) The condition to file a free writing prospectus under paragraph (d)(1) of this section shall not apply if the free writing prospectus does not contain substantive changes from or additions to a free writing prospectus previously filed with the Commission.\n\n(4) The condition to file issuer information contained in a free writing prospectus of an offering participant other than the issuer shall not apply if such information is included (including through incorporation by reference) in a prospectus or free writing prospectus previously filed that relates to the offering.\n\n(5) Notwithstanding the provisions of paragraph (d)(1) of this section:\n\n(i) To the extent a free writing prospectus or portion thereof otherwise required to be filed contains a description of terms of the issuer's securities in the offering or of the offering that does not reflect the final terms, such free writing prospectus or portion thereof is not required to be filed; and\n\n(ii) A free writing prospectus or portion thereof that contains only a description of the final terms of the issuer's securities in the offering or of the offerings shall be filed by the issuer within two days of the later of the date such final terms have been established for all classes of the offering and the date of first use.\n\n(6)\n\n(i) Notwithstanding the provisions of paragraph (d) of this section, in an offering of asset-backed securities, a free writing prospectus or portion thereof required to be filed that contains only ABS informational and computational materials as defined in Item 1101(a) of Regulation AB (§ 229.1101 of this chapter), may be filed under this section within the timeframe permitted by Rule 426(b) (§ 230.426(b)) and such filing will satisfy the filing conditions under this section.\n\n(ii) In the event that a free writing prospectus is used in reliance on this section and Rule 164 and the conditions of this section and Rule 164 (which may include the conditions of paragraph (d)(6)(i) of this section) are satisfied with respect thereto, then the use of that free writing prospectus shall not be conditioned on satisfaction of the provisions, including without limitation the filing conditions, of Rule 167 and Rule 426 (§§ 230.167 and 230.426). In the event that ABS informational and computational materials are used in reliance on Rule 167 and Rule 426 and the conditions of those rules are satisfied with respect thereto, then the use of those materials shall not be conditioned on the satisfaction of the conditions of Rule 164 and this section.\n\n(7) The condition to file a free writing prospectus or issuer information pursuant to this paragraph (d) for a free writing prospectus used at the same time as a communication in a business combination transaction subject to Rule 425 (§ 230.425) shall be satisfied if:\n\n(i) The free writing prospectus or issuer information is filed in accordance with the provisions of Rule 425, including the filing timeframe of Rule 425;\n\n(ii) The filed material pursuant to Rule 425 indicates on the cover page that it also is being filed pursuant to Rule 433; and\n\n(iii) The filed material pursuant to Rule 425 contains the information specified in paragraph (c)(2) of this section.\n\n(8) Notwithstanding any other provision of this paragraph (d):\n\n(i) A road show for an offering that is a written communication is a free writing prospectus, provided that, except as provided in paragraph (d)(8)(ii) of this section, a written communication that is a road show shall not be required to be filed; and\n\n(ii) In the case of a road show that is a written communication for an offering of common equity or convertible equity securities by an issuer that is, at the time of the filing of the registration statement for the offering, not required to file reports with the Commission pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, such a road show is required to be filed pursuant to this section unless the issuer of the securities makes at least one version of a bona fide electronic road show available without restriction by means of graphic communication to any person, including any potential investor in the securities (and if there is more than one version of a road show for the offering that is a written communication, the version available without restriction is made available no later than the other versions).\n\nNote to paragraph (d)(8):\n\nA communication that is provided or transmitted simultaneously with a road show and is provided or transmitted in a manner designed to make the communication available only as part of the road show and not separately is deemed to be part of the road show. Therefore, if the road show is not a written communication, such a simultaneous communication (even if it would otherwise be a graphic communication or other written communication) is also deemed not to be written. If the road show is written and not required to be filed, such a simultaneous communication is also not required to be filed. Otherwise, a written communication that is an offer contained in a separate file from a road show, whether or not the road show is a written communication, or otherwise transmitted separately from a road show, will be a free writing prospectus subject to any applicable filing conditions of paragraph (d) of this section.\n\n(e) Treatment of information on, or hyperlinked from, an issuer's Web site.\n\n(1) An offer of an issuer's securities that is contained on an issuer's Web site or hyperlinked by the issuer from the issuer's Web site to a third party's Web site is a written offer of such securities by the issuer and, unless otherwise exempt or excluded from the requirements of section 5(b)(1) of the Act, the filing conditions of paragraph (d) of this section apply to such offer.\n\n(2) Notwithstanding paragraph (e)(1) of this section, historical issuer information that is identified as such and located in a separate section of the issuer's Web site containing historical issuer information, that has not been incorporated by reference into or otherwise included in a prospectus of the issuer for the offering and that has not otherwise been used or referred to in connection with the offering, will not be considered a current offer of the issuer's securities and therefore will not be a free writing prospectus.\n\n(f) Free writing prospectuses published or distributed by media. Any written offer for which an issuer or any other offering participant or any person acting on its behalf provided, authorized, or approved information that is prepared and published or disseminated by a person unaffiliated with the issuer or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications would be considered at the time of publication or dissemination to be a free writing prospectus prepared by or on behalf of the issuer or such other offering participant for purposes of this section subject to the following:\n\n(1) The conditions of paragraph (b)(2)(i) of this section will not apply and the conditions of paragraphs (c)(2) and (d) of this section will be deemed to be satisfied if:\n\n(i) No payment is made or consideration given by or on behalf of the issuer or other offering participant for the written communication or its dissemination; and\n\n(ii) The issuer or other offering participant in question files the written communication with the Commission, and includes in the filing the legend required by paragraph (c)(2) of this section, within four business days after the issuer or other offering participant becomes aware of the publication, radio or television broadcast, or other dissemination of the written communication.\n\n(2) The filing obligation under paragraph (f)(1)(ii) of this section shall be subject to the following:\n\n(i) The issuer or other offering participant shall not be required to file a free writing prospectus if the substance of that free writing prospectus has previously been filed with the Commission;\n\n(ii) Any filing made pursuant to paragraph (f)(1)(ii) of this section may include information that the issuer or offering participant in question reasonably believes is necessary or appropriate to correct information included in the communication; and\n\n(iii) In lieu of filing the actual written communication as published or disseminated as required by paragraph (f)(1)(ii) of this section, the issuer or offering participant in question may file a copy of the materials provided to the media, including transcripts of interviews or similar materials, provided the copy or transcripts contain all the information provided to the media.\n\n(3) For purposes of this paragraph (f) of this section, an issuer that is in the business of publishing or radio or television broadcasting may rely on this paragraph (f) as to any publication or radio or television broadcast that is a free writing prospectus in respect of an offering of securities of the issuer if the issuer or an affiliate:\n\n(i) Is the publisher of a bona fide newspaper, magazine, or business or financial publication of general and regular circulation or bona fide broadcaster of news including business and financial news;\n\n(ii) Has established policies and procedures for the independence of the content of the publications or broadcasts from the offering activities of the issuer; and\n\n(iii) Publishes or broadcasts the communication in the ordinary course.\n\n(g) Record retention. Issuers and offering participants shall retain all free writing prospectuses they have used, and that have not been filed pursuant to paragraph (d) or (f) of this section, for 3 years following the initial bona fide offering of the securities in question.\n\nNote to paragraph (g) of § 230.433.\n\nTo the extent that the record retention requirements of Rule 17a-4 of the Securities Exchange Act of 1934 (§ 240.17a-4 of this chapter) apply to free writing prospectuses required to be retained by a broker-dealer under this section, such free writing prospectuses are required to be retained in accordance with such requirements.\n\n(h) Definitions. For purposes of this section:\n\n(1) An issuer free writing prospectus means a free writing prospectus prepared by or on behalf of the issuer or used or referred to by the issuer and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor, or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person.\n\n(2) Issuer information means material information about the issuer or its securities that has been provided by or on behalf of the issuer.\n\n(3) A written communication or information is prepared or provided by or on behalf of a person if the person or an agent or representative of the person authorizes the communication or information or approves the communication or information before it is used. An offering participant other than the issuer shall not be an agent or representative of the issuer solely by virtue of its acting as an offering participant.\n\n(4) A road show means an offer (other than a statutory prospectus or a portion of a statutory prospectus filed as part of a registration statement) that contains a presentation regarding an offering by one or more members of the issuer's management (and in the case of an offering of asset-backed securities, management involved in the securitization or servicing function of one or more of the depositors, sponsors, or servicers (as such terms are defined in Item 1101 of Regulation AB) or an affiliated depositor) and includes discussion of one or more of the issuer, such management, and the securities being offered; and\n\n(5) A bona fide electronic road show means a road show that is a written communication transmitted by graphic means that contains a presentation by one or more officers of an issuer or other persons in an issuer's management (and in the case of an offering of asset-backed securities, management involved in the securitization or servicing function of one or more of the depositors, sponsors, or servicers (as such terms are defined in Item 1101 of Regulation AB) or an affiliated depositor) and, if more than one road show that is a written communication is being used, includes discussion of the same general areas of information regarding the issuer, such management, and the securities being offered as such other issuer road show or shows for the same offering that are written communications.\n\nNote to § 230.433.\n\nThis section does not affect the operation of the provisions of clause (a) of section 2(a)(10) of the Act providing an exception from the definition of “prospectus.”", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.433" + }, + { + "key": "sec-rule:462", + "heading": "Rule 462 — Immediate effectiveness of certain registration statements and post-effective amendments (17 C.F.R. § 230.462)", + "text": "(a) A registration statement on Form S-8 (§ 239.16b of this chapter) and a registration statement on Form S-3 (§ 239.13 of this chapter) or on Form F-3 (§ 239.33 of this chapter) for a dividend or interest reinvestment plan shall become effective upon filing with the Commission.\n\n(b) A registration statement and any post-effective amendment thereto shall become effective upon filing with the Commission if:\n\n(1) The registration statement is for registering additional securities of the same class(es) as were included in an earlier registration statement for the same offering and declared effective by the Commission;\n\n(2) The new registration statement is filed prior to the time confirmations are sent or given; and\n\n(3) The new registration statement registers additional securities in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth for each class of securities in the “Calculation of Registration Fee” table contained in such earlier registration statement.\n\n(c) If the prospectus contained in a post-effective amendment filed prior to the time confirmations are sent or given contains no substantive changes from or additions to the prospectus previously filed as part of the effective registration statement, other than price-related information omitted from the registration statement in reliance on Rule 430A of the Act (§ 230.430A), such post-effective amendment shall become effective upon filing with the Commission.\n\n(d) A post-effective amendment filed solely to add exhibits to a registration statement shall become effective upon filing with the Commission.\n\n(e) An automatic shelf registration statement, including an automatic shelf registration statement filed in accordance with Rule 415(a)(6) (§ 230.415(a)(6)), and any post-effective amendment thereto, including a post-effective amendment filed to register additional classes of securities pursuant to Rule 413(b) (§ 230.413(b)), shall become effective upon filing with the Commission.\n\n(f) A post-effective amendment filed pursuant to paragraph (e) of this section for purposes of adding a new issuer and its securities as permitted by § 230.413(b) (Rule 413(b)) that satisfies the requirements of Form S-3, Form F-3, or General Instruction A.2 of Form N-2 (§ 239.13, § 239.33, or §§ 239.14 and 274.11a-1 of this chapter), as applicable, including the signatures required by § 230.402(e) (Rule 402(e)), and contains a prospectus satisfying the requirements of § 230.430B (Rule 430B), shall become effective upon filing with the Commission.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.462" + }, + { + "key": "sec-rule:501", + "heading": "Rule 501 — Definitions and terms used in Regulation D (17 C.F.R. § 230.501)", + "text": "As used in Regulation D (§ 230.500 et seq. of this chapter), the following terms shall have the meaning indicated:\n\n(a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:\n\n(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;\n\n(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;\n\n(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;\n\n(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;\n\n(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000;\n\n(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):\n\n(A) The person's primary residence shall not be included as an asset;\n\n(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and\n\n(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;\n\n(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:\n\n(A) Such right was held by the person on July 20, 2010;\n\n(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and\n\n(C) The person held securities of the same issuer, other than such right, on July 20, 2010.\n\nNote 1 to paragraph (a)(5):\n\nFor the purposes of calculating joint net worth in this paragraph (a)(5): Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.\n\n(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;\n\n(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii);\n\n(8) Any entity in which all of the equity owners are accredited investors;\n\nNote 1 to paragraph (a)(8):\n\nIt is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.\n\n(9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;\n\nNote 1 to paragraph (a)(9):\n\nFor the purposes this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).\n\n(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes:\n\n(i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;\n\n(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing;\n\n(iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and\n\n(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;\n\nNote 1 to paragraph (a)(10):\n\nThe Commission will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission's website.\n\n(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;\n\n(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):\n\n(i) With assets under management in excess of $5,000,000,\n\n(ii) That is not formed for the specific purpose of acquiring the securities offered, and\n\n(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and\n\n(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).\n\n(b) Affiliate. An affiliate of, or person affiliated with, a specified person shall mean 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.\n\n(c) Aggregate offering price. Aggregate offering price shall mean the sum of all cash, services, property, notes, cancellation of debt, or other consideration to be received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate offering price shall be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price attributable to cash received in a foreign currency shall be translated into United States currency at the currency exchange rate in effect at a reasonable time prior to or on the date of the sale of the securities. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Such valuations of non-cash consideration must be reasonable at the time made.\n\n(d) Business combination. Business combination shall mean any transaction of the type specified in paragraph (a) of Rule 145 under the Act (17 CFR 230.145) and any transaction involving the acquisition by one issuer, in exchange for all or a part of its own or its parent's stock, of stock of another issuer if, immediately after the acquisition, the acquiring issuer has control of the other issuer (whether or not it had control before the acquisition).\n\n(e) Calculation of number of purchasers. For purposes of calculating the number of purchasers under § 230.506(b) only, the following shall apply:\n\n(1) The following purchasers shall be excluded:\n\n(i) Any relative, spouse or relative of the spouse of a purchaser who has the same primary residence as the purchaser;\n\n(ii) Any trust or estate in which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i) or (e)(1)(iii) of this section collectively have more than 50 percent of the beneficial interest (excluding contingent interests);\n\n(iii) Any corporation or other organization of which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i) or (e)(1)(ii) of this section collectively are beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests; and\n\n(iv) Any accredited investor.\n\n(2) A corporation, partnership or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an accredited investor under paragraph (a)(8) of this section, then each beneficial owner of equity securities or equity interests in the entity shall count as a separate purchaser for all provisions of Regulation D (§§ 230.501-230.508), except to the extent provided in paragraph (e)(1) of this section.\n\n(3) A non-contributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 shall be counted as one purchaser where the trustee makes all investment decisions for the plan.\n\nNote:\n\nThe issuer must satisfy all the other provisions of Regulation D for all purchasers whether or not they are included in calculating the number of purchasers. Clients of an investment adviser or customers of a broker or dealer shall be considered the “purchasers” under Regulation D regardless of the amount of discretion given to the investment adviser or broker or dealer to act on behalf of the client or customer.\n\n(f) Executive officer. Executive officer shall mean the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer. Executive officers of subsidiaries may be deemed executive officers of the issuer if they perform such policy making functions for the issuer.\n\n(g) Final order. Final order shall mean a written directive or declaratory statement issued by a federal or state agency described in § 230.506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.\n\n(h) Issuer. The definition of the term issuer in section 2(a)(4) of the Act shall apply, except that in the case of a proceeding under the Federal Bankruptcy Code (11 U.S.C. 101 et seq.), the trustee or debtor in possession shall be considered the issuer in an offering under a plan or reorganization, if the securities are to be issued under the plan.\n\n(i) Purchaser representative. Purchaser representative shall mean any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:\n\n(1) Is not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer, except where the purchaser is:\n\n(i) A relative of the purchaser representative by blood, marriage or adoption and not more remote than a first cousin;\n\n(ii) A trust or estate in which the purchaser representative and any persons related to him as specified in paragraph (i)(1)(i) or (iii) of this section collectively have more than 50 percent of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; or\n\n(iii) A corporation or other organization of which the purchaser representative and any persons related to him as specified in paragraph (i)(1)(i) or (ii) of this section collectively are the beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests;\n\n(2) Has such knowledge and experience in financial and business matters that he is capable of evaluating, alone, or together with other purchaser representatives of the purchaser, or together with the purchaser, the merits and risks of the prospective investment;\n\n(3) Is acknowledged by the purchaser in writing, during the course of the transaction, to be his purchaser representative in connection with evaluating the merits and risks of the prospective investment; and\n\n(4) Discloses to the purchaser in writing a reasonable time prior to the sale of securities to that purchaser any material relationship between himself or his affiliates and the issuer or its affiliates that then exists, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship.\n\n(j) Spousal equivalent. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse.\n\nNote 1 to § 230.501:\n\nA person acting as a purchaser representative should consider the applicability of the registration and antifraud provisions relating to brokers and dealers under the Securities Exchange Act of 1934 (Exchange Act) (15 U.S.C. 78a et seq., as amended) and relating to investment advisers under the Investment Advisers Act of 1940.\n\nNote 2 to § 230.501:\n\nThe acknowledgment required by paragraph (h)(3) and the disclosure required by paragraph (h)(4) of this section must be made with specific reference to each prospective investment. Advance blanket acknowledgment, such as for all securities transactions or all private placements, is not sufficient.\n\nNote 3 to § 230.501:\n\nDisclosure of any material relationships between the purchaser representative or his affiliates and the issuer or its affiliates does not relieve the purchaser representative of his obligation to act in the interest of the purchaser.", + "source_url": "https://www.law.cornell.edu/cfr/text/17/230.501" + }, + { + "key": "sec-rule:10b-5", + "heading": "Rule 10b-5 — Employment of manipulative and deceptive devices (17 C.F.R. § 240.10b-5)", + "text": "It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,\n\n(a) To employ any device, scheme, or artifice to defraud,\n\n(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or\n\n(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,\n\nin connection with the purchase or sale of any security.\n\n(Sec. 10; 48 Stat. 891; 15 U.S.C. 78j)", + "source_url": "https://www.law.cornell.edu/cfr/text/17/240.10b-5" + } + ] +} diff --git a/demo/authority_seeds/securities-act.json b/demo/authority_seeds/securities-act.json new file mode 100644 index 000000000..d9b31b3b8 --- /dev/null +++ b/demo/authority_seeds/securities-act.json @@ -0,0 +1,46 @@ +{ + "corpus_title": "Securities Act of 1933", + "authority": "securities-act", + "aliases": [ + "Securities Act of 1933", + "Securities Act" + ], + "sections": [ + { + "key": "securities-act:4", + "heading": "Securities Act § 4 — Exempted transactions (15 U.S.C. § 77d)", + "text": "(a) In general The provisions of section 77e of this title shall not apply to—\n\n(1) transactions by any person other than an issuer, underwriter, or dealer.\n\n(2) transactions by an issuer not involving any public offering.\n\n(3) transactions by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transaction), except—\n\n(A) transactions taking place prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter,\n\n(B) transactions in a security as to which a registration statement has been filed taking place prior to the expiration of forty days after the effective date of such registration statement or prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later (excluding in the computation of such forty days any time during which a stop order issued under section 77h of this title is in effect as to the security), or such shorter period as the Commission may specify by rules and regulations or order, and\n\n(C) transactions as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter.\n\nWith respect to transactions referred to in clause (B), if securities of the issuer have not previously been sold pursuant to an earlier effective registration statement the applicable period, instead of forty days, shall be ninety days, or such shorter period as the Commission may specify by rules and regulations or order.\n\n(4) brokers’ transactions executed upon customers’ orders on any exchange or in the over-the-counter market but not the solicitation of such orders.\n\n(5) transactions involving offers or sales by an issuer solely to one or more accredited investors, if the aggregate offering price of an issue of securities offered in reliance on this paragraph does not exceed the amount allowed under section 77c(b)(1) of this title, if there is no advertising or public solicitation in connection with the transaction by the issuer or anyone acting on the issuer’s behalf, and if the issuer files such notice with the Commission as the Commission shall prescribe.\n\n(6) transactions involving the offer or sale of securities by an issuer (including all entities controlled by or under common control with the issuer), provided that—\n\n(A) the aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under this paragraph during the 12-month period preceding the date of such transaction, is not more than $1,000,000;\n\n(B) the aggregate amount sold to any investor by an issuer, including any amount sold in reliance on the exemption provided under this paragraph during the 12-month period preceding the date of such transaction, does not exceed—\n\n(i) the greater of $2,000 or 5 percent of the annual income or net worth of such investor, as applicable, if either the annual income or the net worth of the investor is less than $100,000; and\n\n(ii) 10 percent of the annual income or net worth of such investor, as applicable, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or more than $100,000;\n\n(C) the transaction is conducted through a broker or funding portal that complies with the requirements of section 77d–1(a) of this title; and\n\n(D) the issuer complies with the requirements of section 77d–1(b) of this title.\n\n(7) transactions meeting the requirements of subsection (d).\n\n(b) Offers and sales exempt under 17 CFR 230.506 Offers and sales exempt under section 230.506 of title 17, Code of Federal Regulations (as revised pursuant to section 201 of the Jumpstart Our Business Startups Act) shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation.\n\n(c) Securities offered and sold in compliance with Rule 506 of Regulation D\n\n(1) With respect to securities offered and sold in compliance with Rule 506 of Regulation D under this subchapter, no person who meets the conditions set forth in paragraph (2) shall be subject to registration as a broker or dealer pursuant to section 78o(a)(1) of this title,[1] solely because—\n\n(A) that person maintains a platform or mechanism that permits the offer, sale, purchase, or negotiation of or with respect to securities, or permits general solicitations, general advertisements, or similar or related activities by issuers of such securities, whether online, in person, or through any other means;\n\n(B) that person or any person associated with that person co-invests in such securities; or\n\n(C) that person or any person associated with that person provides ancillary services with respect to such securities.\n\n(2) The exemption provided in paragraph (1) shall apply to any person described in such paragraph if—\n\n(A) such person and each person associated with that person receives no compensation in connection with the purchase or sale of such security;\n\n(B) such person and each person associated with that person does not have possession of customer funds or securities in connection with the purchase or sale of such security; and\n\n(C) such person is not subject to a statutory disqualification as defined in section 78c(a)(39) of this title 1 and does not have any person associated with that person subject to such a statutory disqualification.\n\n(3) For the purposes of this subsection, the term “ancillary services” means—\n\n(A) the provision of due diligence services, in connection with the offer, sale, purchase, or negotiation of such security, so long as such services do not include, for separate compensation, investment advice or recommendations to issuers or investors; and\n\n(B) the provision of standardized documents to the issuers and investors, so long as such person or entity does not negotiate the terms of the issuance for and on behalf of third parties and issuers are not required to use the standardized documents as a condition of using the service.\n\n(d) Certain accredited investor transactions The transactions referred to in subsection (a)(7) are transactions meeting the following requirements:\n\n(1) Accredited investor requirement.— Each purchaser is an accredited investor, as that term is defined in section 230.501(a) of title 17, Code of Federal Regulations (or any successor regulation).\n\n(2) Prohibition on general solicitation or advertising.— Neither the seller, nor any person acting on the seller’s behalf, offers or sells securities by any form of general solicitation or general advertising.\n\n(3) Information requirement.— In the case of a transaction involving the securities of an issuer that is neither subject to section 78m or 78o(d) of this title, nor exempt from reporting pursuant to section 240.12g3–2(b) of title 17, Code of Federal Regulations, nor a foreign government (as defined in section 230.405 of title 17, Code of Federal Regulations) eligible to register securities under Schedule B, the seller and a prospective purchaser designated by the seller obtain from the issuer, upon request of the seller, and the seller in all cases makes available to a prospective purchaser, the following information (which shall be reasonably current in relation to the date of resale under this section):\n\n(A) The exact name of the issuer and the issuer’s predecessor (if any).\n\n(B) The address of the issuer’s principal executive offices.\n\n(C) The exact title and class of the security.\n\n(D) The par or stated value of the security.\n\n(E) The number of shares or total amount of the securities outstanding as of the end of the issuer’s most recent fiscal year.\n\n(F) The name and address of the transfer agent, corporate secretary, or other person responsible for transferring shares and stock certificates.\n\n(G) A statement of the nature of the business of the issuer and the products and services it offers, which shall be presumed reasonably current if the statement is as of 12 months before the transaction date.\n\n(H) The names of the officers and directors of the issuer.\n\n(I) The names of any persons registered as a broker, dealer, or agent that shall be paid or given, directly or indirectly, any commission or remuneration for such person’s participation in the offer or sale of the securities.\n\n(J) The issuer’s most recent balance sheet and profit and loss statement and similar financial statements, which shall—\n\n(i) be for such part of the 2 preceding fiscal years as the issuer has been in operation;\n\n(ii) be prepared in accordance with generally accepted accounting principles or, in the case of a foreign private issuer, be prepared in accordance with generally accepted accounting principles or the International Financial Reporting Standards issued by the International Accounting Standards Board;\n\n(iii) be presumed reasonably current if—\n\n(I) with respect to the balance sheet, the balance sheet is as of a date less than 16 months before the transaction date; and\n\n(II) with respect to the profit and loss statement, such statement is for the 12 months preceding the date of the issuer’s balance sheet; and\n\n(iv) if the balance sheet is not as of a date less than 6 months before the transaction date, be accompanied by additional statements of profit and loss for the period from the date of such balance sheet to a date less than 6 months before the transaction date.\n\n(K) To the extent that the seller is a control person with respect to the issuer, a brief statement regarding the nature of the affiliation, and a statement certified by such seller that they have no reasonable grounds to believe that the issuer is in violation of the securities laws or regulations.\n\n(4) Issuers disqualified.— The transaction is not for the sale of a security where the seller is an issuer or a subsidiary, either directly or indirectly, of the issuer.\n\n(5) Bad actor prohibition.— Neither the seller, nor any person that has been or will be paid (directly or indirectly) remuneration or a commission for their participation in the offer or sale of the securities, including solicitation of purchasers for the seller is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D (17 CFR 230.506(d)(1)) or is subject to a statutory disqualification described under section 78c(a)(39) of this title.\n\n(6) Business requirement.— The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that the issuer’s primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person.\n\n(7) Underwriter prohibition.— The transaction is not with respect to a security that constitutes the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution.\n\n(8) Outstanding class requirement.— The transaction is with respect to a security of a class that has been authorized and outstanding for at least 90 days prior to the date of the transaction.\n\n(e) Additional requirements\n\n(1) In general.— With respect to an exempted transaction described under subsection (a)(7):\n\n(A) Securities acquired in such transaction shall be deemed to have been acquired in a transaction not involving any public offering.\n\n(B) Such transaction shall be deemed not to be a distribution for purposes of section 77b(a)(11) of this title.\n\n(C) Securities involved in such transaction shall be deemed to be restricted securities within the meaning of Rule 144 (17 CFR 230.144).\n\n(2) Rule of construction.— The exemption provided by subsection (a)(7) shall not be the exclusive means for establishing an exemption from the registration requirements of section 77e of this title.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/77d" + }, + { + "key": "securities-act:7", + "heading": "Securities Act § 7 — Information required in registration statement (15 U.S.C. § 77g)", + "text": "(a) Information required in registration statement\n\n(1) In general The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of section 77aa of this title, and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of section 77aa of this title; except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.\n\n(2) Treatment of emerging growth companies An emerging growth company—\n\n(A) need not present more than 2 years of audited financial statements in order for the registration statement of such emerging growth company with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its initial public offering; and\n\n(B) may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.\n\n(b) Registration statement for blank check companies\n\n(1) The Commission shall prescribe special rules with respect to registration statements filed by any issuer that is a blank check company. Such rules may, as the Commission determines necessary or appropriate in the public interest or for the protection of investors—\n\n(A) require such issuers to provide timely disclosure, prior to or after such statement becomes effective under section 77h of this title, of (i) information regarding the company to be acquired and the specific application of the proceeds of the offering, or (ii) additional information necessary to prevent such statement from being misleading;\n\n(B) place limitations on the use of such proceeds and the distribution of securities by such issuer until the disclosures required under subparagraph (A) have been made; and\n\n(C) provide a right of rescission to shareholders of such securities.\n\n(2) The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order exempt any issuer or class of issuers from the rules prescribed under paragraph (1).\n\n(3) For purposes of paragraph (1) of this subsection, the term “blank check company” means any development stage company that is issuing a penny stock (within the meaning of section 78c(a)(51) of this title) and that—\n\n(A) has no specific business plan or purpose; or\n\n(B) has indicated that its business plan is to merge with an unidentified company or companies.\n\n(c) Disclosure requirements\n\n(1) In general The Commission shall adopt regulations under this subsection requiring each issuer of an asset-backed security to disclose, for each tranche or class of security, information regarding the assets backing that security.\n\n(2) Content of regulations In adopting regulations under this subsection, the Commission shall—\n\n(A) set standards for the format of the data provided by issuers of an asset-backed security, which shall, to the extent feasible, facilitate comparison of such data across securities in similar types of asset classes; and\n\n(B) require issuers of asset-backed securities, at a minimum, to disclose asset-level or loan-level data, if such data are necessary for investors to independently perform due diligence, including—\n\n(i) data having unique identifiers relating to loan brokers or originators;\n\n(ii) the nature and extent of the compensation of the broker or originator of the assets backing the security; and\n\n(iii) the amount of risk retention by the originator and the securitizer of such assets.\n\n(3) Data standards for asset-backed securities disclosures\n\n(A) Requirement The Commission shall, by rule, adopt data standards for all disclosures required under this subsection.\n\n(B) Consistency The data standards required under subparagraph (A) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.\n\n(d) Registration statement for asset-backed securities Not later than 180 days after July 21, 2010, the Commission shall issue rules relating to the registration statement required to be filed by any issuer of an asset-backed security (as that term is defined in section 78c(a)(77) [1] of this title) that require any issuer of an asset-backed security—\n\n(1) to perform a review of the assets underlying the asset-backed security; and\n\n(2) to disclose the nature of the review under paragraph (1).", + "source_url": "https://www.law.cornell.edu/uscode/text/15/77g" + }, + { + "key": "securities-act:8", + "heading": "Securities Act § 8 — Taking effect of registration statements and amendments thereto (15 U.S.C. § 77h)", + "text": "(a) Effective date of registration statement Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.\n\n(b) Incomplete or inaccurate registration statement If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) or upon the date of such declaration, whichever date is the later.\n\n(c) Effective date of amendment to registration statement An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.\n\n(d) Untrue statements or omissions in registration statement If it appears to the Commission at any time that the registration statement includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement. When such statement has been amended in accordance with such stop order, the Commission shall so declare and thereupon the stop order shall cease to be effective.\n\n(e) Examination for issuance of stop order The Commission is empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d). In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order.\n\n(f) Notice requirements Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/77h" + }, + { + "key": "securities-act:2", + "heading": "Securities Act § 2 — Definitions; promotion of efficiency, competition, and capital formation (15 U.S.C. § 77b)", + "text": "(a) Definitions When used in this subchapter, unless the context otherwise requires—\n(1)\nThe term “security” means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.\n\n(2)\nThe term “person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.\n\n(3)\nThe term “sale” or “sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. The terms defined in this paragraph and the term “offer to buy” as used in subsection (c) of section 77e of this title shall not include preliminary negotiations or agreements between an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer) and any underwriter or among underwriters who are or are to be in privity of contract with an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer). Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing, shall be conclusively presumed to constitute a part of the subject of such purchase and to have been offered and sold for value. The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving the holder of such security the right to convert such security into another security of the same issuer or of another person, or giving a right to subscribe to another security of the same issuer or of another person, which right cannot be exercised until some future date, shall not be deemed to be an offer or sale of such other security; but the issue or transfer of such other security upon the exercise of such right of conversion or subscription shall be deemed a sale of such other security. Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities. Any offer or sale of a security-based swap by or on behalf of the issuer of the securities upon which such security-based swap is based or is referenced, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell such securities. The publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering of the common equity securities of such emerging growth company pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective shall be deemed for purposes of paragraph (10) of this subsection and section 77e(c) of this title not to constitute an offer for sale or offer to sell a security, even if the broker or dealer is participating or will participate in the registered offering of the securities of the issuer. As used in this paragraph, the term “research report” means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.\n\n(4)\nThe term “issuer” means every person who issues or proposes to issue any security; except that with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the term “issuer” means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued; except that in the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity; except that with respect to equipment-trust certificates or like securities, the term “issuer” means the person by whom the equipment or property is or is to be used; and except that with respect to fractional undivided interests in oil, gas, or other mineral rights, the term “issuer” means the owner of any such right or of any interest in such right (whether whole or fractional) who creates fractional interests therein for the purpose of public offering.\n\n(5)\nThe term “Commission” means the Securities and Exchange Commission.\n\n(6)\nThe term “Territory” means Puerto Rico, the Virgin Islands, and the insular possessions of the United States.\n\n(7)\nThe term “interstate commerce” means trade or commerce in securities or any transportation or communication relating thereto among the several States or between the District of Columbia or any Territory of the United States and any State or other Territory, or between any foreign country and any State, Territory, or the District of Columbia, or within the District of Columbia.\n\n(8)\nThe term “registration statement” means the statement provided for in section 77f of this title, and includes any amendment thereto and any report, document, or memorandum filed as part of such statement or incorporated therein by reference.\n\n(9)\nThe term “write” or “written” shall include printed, lithographed, or any means of graphic communication.\n\n(10)\nThe term “prospectus” means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security; except that (a) a communication sent or given after the effective date of the registration statement (other than a prospectus permitted under subsection (b) of section 77j of this title) shall not be deemed a prospectus if it is proved that prior to or at the same time with such communication a written prospectus meeting the requirements of subsection (a) of section 77j of this title at the time of [1] such communication was sent or given to the person to whom the communication was made, and (b) a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom a written prospectus meeting the requirements of section 77j of this title may be obtained and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed, and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest and for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit.\n\n(11)\nThe term “underwriter” means 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’ commission. 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.\n\n(12)\nThe term “dealer” means any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person.\n\n(13)\nThe term “insurance company” means a company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a State or territory or the District of Columbia; or any receiver or similar official or any liquidating agent for such company, in his capacity as such.\n\n(14)\nThe term “separate account” means an account established and maintained by an insurance company pursuant to the laws of any State or territory of the United States, the District of Columbia, or of Canada or any province thereof, under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or charged against such account without regard to other income, gains, or losses of the insurance company.\n\n(15) The term “accredited investor” shall mean—\n(i)\na bank as defined in section 77c(a)(2) of this title whether acting in its individual or fiduciary capacity; an insurance company as defined in paragraph (13) of this subsection; an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.] or a business development company as defined in section 2(a)(48) of that Act [15 U.S.C. 80a–2(a)(48)]; a Small Business Investment Company licensed by the Small Business Administration; or an employee benefit plan, including an individual retirement account, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 [29 U.S.C. 1001 et seq.], if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act [29 U.S.C. 1002(21)], which is either a bank, insurance company, or registered investment adviser; or\n\n(ii)\nany person who, on the basis of such factors as financial sophistication, net worth, knowledge, and experience in financial matters, or amount of assets under management qualifies as an accredited investor under rules and regulations which the Commission shall prescribe.\n\n(16)\nThe terms “security future”, “narrow-based security index”, and “security futures product” have the same meanings as provided in section 78c(a)(55) of this title.\n\n(17)\nThe terms “swap” and “security-based swap” have the same meanings as in section 1a of title 7.\n\n(18)\nThe terms “purchase” or “sale” of a security-based swap shall be deemed to mean the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require.\n\n(19) The term “emerging growth company” means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of—\n(A)\nthe last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;\n\n(B)\nthe last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this subchapter;\n\n(C)\nthe date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or\n\n(D)\nthe date on which such issuer is deemed to be a “large accelerated filer”, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.\n\n(b) Consideration of promotion of efficiency, competition, and capital formation\n\nWhenever pursuant to this subchapter the Commission is engaged in rulemaking and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/77b" + }, + { + "key": "securities-act:11", + "heading": "Securities Act § 11 — Civil liabilities on account of false registration statement (15 U.S.C. § 77k)", + "text": "(a) Persons possessing cause of action; persons liable In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue—\n(1)\nevery person who signed the registration statement;\n\n(2)\nevery person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted;\n\n(3)\nevery person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner;\n\n(4)\nevery accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him;\n\n(5)\nevery underwriter with respect to such security.\n\nIf such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsection shall be conditioned on proof that such person acquired the security relying upon such untrue statement in the registration statement or relying upon the registration statement and not knowing of such omission, but such reliance may be established without proof of the reading of the registration statement by such person.\n\n(b) Persons exempt from liability upon proof of issues Notwithstanding the provisions of subsection (a) no person, other than the issuer, shall be liable as provided therein who shall sustain the burden of proof—\n(1)\nthat before the effective date of the part of the registration statement with respect to which his liability is asserted (A) he had resigned from or had taken such steps as are permitted by law to resign from, or ceased or refused to act in, every office, capacity, or relationship in which he was described in the registration statement as acting or agreeing to act, and (B) he had advised the Commission and the issuer in writing that he had taken such action and that he would not be responsible for such part of the registration statement; or\n\n(2)\nthat if such part of the registration statement became effective without his knowledge, upon becoming aware of such fact he forthwith acted and advised the Commission, in accordance with paragraph (1) of this subsection, and, in addition, gave reasonable public notice that such part of the registration statement had become effective without his knowledge; or\n\n(3)\nthat (A) as regards any part of the registration statement not purporting to be made on the authority of an expert, and not purporting to be a copy of or extract from a report or valuation of an expert, and not purporting to be made on the authority of a public official document or statement, he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) as regards any part of the registration statement purporting to be made upon his authority as an expert or purporting to be a copy of or extract from a report or valuation of himself as an expert, (i) he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such part of the registration statement did not fairly represent his statement as an expert or was not a fair copy of or extract from his report or valuation as an expert; and (C) as regards any part of the registration statement purporting to be made on the authority of an expert (other than himself) or purporting to be a copy of or extract from a report or valuation of an expert (other than himself), he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement of the expert or was not a fair copy of or extract from the report or valuation of the expert; and (D) as regards any part of the registration statement purporting to be a statement made by an official person or purporting to be a copy of or extract from a public official document, he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue, or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement made by the official person or was not a fair copy of or extract from the public official document.\n\n(c) Standard of reasonableness\n\nIn determining, for the purpose of paragraph (3) of subsection (b) of this section, what constitutes reasonable investigation and reasonable ground for belief, the standard of reasonableness shall be that required of a prudent man in the management of his own property.\n\n(d) Effective date of registration statement with regard to underwriters\n\nIf any person becomes an underwriter with respect to the security after the part of the registration statement with respect to which his liability is asserted has become effective, then for the purposes of paragraph (3) of subsection (b) of this section such part of the registration statement shall be considered as having become effective with respect to such person as of the time when he became an underwriter.\n\n(e) Measure of damages; undertaking for payment of costs\n\nThe suit authorized under subsection (a) may be to recover such damages as shall represent the difference between the amount paid for the security (not exceeding the price at which the security was offered to the public) and (1) the value thereof as of the time such suit was brought, or (2) the price at which such security shall have been disposed of in the market before suit, or (3) the price at which such security shall have been disposed of after suit but before judgment if such damages shall be less than the damages representing the difference between the amount paid for the security (not exceeding the price at which the security was offered to the public) and the value thereof as of the time such suit was brought: Provided, That if the defendant proves that any portion or all of such damages represents other than the depreciation in value of such security resulting from such part of the registration statement, with respect to which his liability is asserted, not being true or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading, such portion of or all such damages shall not be recoverable. In no event shall any underwriter (unless such underwriter shall have knowingly received from the issuer for acting as an underwriter some benefit, directly or indirectly, in which all other underwriters similarly situated did not share in proportion to their respective interests in the underwriting) be liable in any suit or as a consequence of suits authorized under subsection (a) for damages in excess of the total price at which the securities underwritten by him and distributed to the public were offered to the public. In any suit under this or any other section of this subchapter the court may, in its discretion, require an undertaking for the payment of the costs of such suit, including reasonable attorney’s fees, and if judgment shall be rendered against a party litigant, upon the motion of the other party litigant, such costs may be assessed in favor of such party litigant (whether or not such undertaking has been required) if the court believes the suit or the defense to have been without merit, in an amount sufficient to reimburse him for the reasonable expenses incurred by him, in connection with such suit, such costs to be taxed in the manner usually provided for taxing of costs in the court in which the suit was heard.\n\n(f) Joint and several liability; liability of outside director\n(1)\nExcept as provided in paragraph (2), all or any one or more of the persons specified in subsection (a) shall be jointly and severally liable, and every person who becomes liable to make any payment under this section may recover contribution as in cases of contract from any person who, if sued separately, would have been liable to make the same payment, unless the person who has become liable was, and the other was not, guilty of fraudulent misrepresentation.\n\n(2)\n(A)\nThe liability of an outside director under subsection (e) shall be determined in accordance with section 78u–4(f) of this title.\n\n(B)\nFor purposes of this paragraph, the term “outside director” shall have the meaning given such term by rule or regulation of the Commission.\n\n(g) Offering price to public as maximum amount recoverable\n\nIn no case shall the amount recoverable under this section exceed the price at which the security was offered to the public.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/77k" + }, + { + "key": "securities-act:22", + "heading": "Securities Act § 22 — Jurisdiction of offenses and suits (15 U.S.C. § 77v)", + "text": "(a) Federal and State courts; venue; service of process; review; removal; costs\n\nThe district courts of the United States and the United States courts of any Territory shall have jurisdiction of offenses and violations under this subchapter and under the rules and regulations promulgated by the Commission in respect thereto, and, concurrent with State and Territorial courts, except as provided in section 77p of this title with respect to covered class actions, of all suits in equity and actions at law brought to enforce any liability or duty created by this subchapter. Any such suit or action may be brought in the district wherein the defendant is found or is an inhabitant or transacts business, or in the district where the offer or sale took place, if the defendant participated therein, and process in such cases may be served in any other district of which the defendant is an inhabitant or wherever the defendant may be found. In any action or proceeding instituted by the Commission under this subchapter in a United States district court for any judicial district, a subpoena issued to compel the attendance of a witness or the production of documents or tangible things (or both) at a hearing or trial may be served at any place within the United States. Rule 45(c)(3)(A)(ii) of the Federal Rules of Civil Procedure shall not apply to a subpoena issued under the preceding sentence. Judgments and decrees so rendered shall be subject to review as provided in sections 1254, 1291, 1292, and 1294 of title 28. Except as provided in section 77p(c) of this title, no case arising under this subchapter and brought in any State court of competent jurisdiction shall be removed to any court of the United States. No costs shall be assessed for or against the Commission in any proceeding under this subchapter brought by or against it in the Supreme Court or such other courts.\n\n(b) Contumacy or refusal to obey subpena; contempt\n\nIn case of contumacy or refusal to obey a subpena issued to any person, any of the said United States courts, within the jurisdiction of which said person guilty of contumacy or refusal to obey is found or resides, upon application by the Commission may issue to such person an order requiring such person to appear before the Commission, or one of its examiners designated by it, there to produce documentary evidence if so ordered, or there to give evidence touching the matter in question; and any failure to obey such order of the court may be punished by said court as a contempt thereof.\n\n(c) Extraterritorial jurisdiction The district courts of the United States and the United States courts of any Territory shall have jurisdiction of an action or proceeding brought or instituted by the Commission or the United States alleging a violation of section 77q(a) of this title involving—\n(1)\nconduct within the United States that constitutes significant steps in furtherance of the violation, even if the securities transaction occurs outside the United States and involves only foreign investors; or\n\n(2)\nconduct occurring outside the United States that has a foreseeable substantial effect within the United States.", + "source_url": "https://www.law.cornell.edu/uscode/text/15/77v" + } + ] +} diff --git a/demo/bootstrap_authorities.py b/demo/bootstrap_authorities.py new file mode 100644 index 000000000..63177a574 --- /dev/null +++ b/demo/bootstrap_authorities.py @@ -0,0 +1,47 @@ +"""Bootstrap authority corpora from the seed JSONs in demo/authority_seeds/. + +Run inside the Django container: + + docker compose -f local.yml run --rm django \ + python manage.py shell -c "exec(open('/app/demo/bootstrap_authorities.py').read())" + +Set CREATOR_ID to the user who should own the authority corpora (must also be +able to read the filing corpora you intend to link). +""" + +import json +import pathlib + +from opencontractserver.enrichment.authorities import ( + AuthorityCorpusBootstrapper, + AuthoritySection, +) + +CREATOR_ID = 1 +SEED_DIR = pathlib.Path("/app/demo/authority_seeds") + +bootstrapper = AuthorityCorpusBootstrapper() +for seed_path in sorted(SEED_DIR.glob("*.json")): + spec = json.loads(seed_path.read_text()) + sections = [ + AuthoritySection( + key=s["key"], + heading=s["heading"], + text=s["text"], + source_url=s.get("source_url"), + ) + for s in spec["sections"] + ] + out = bootstrapper.bootstrap( + creator_id=CREATOR_ID, + corpus_title=spec["corpus_title"], + sections=sections, + aliases=spec.get("aliases"), + ) + print( + f"{spec['corpus_title']}: corpus {out['corpus_id']} " + f"(created={out['corpus_created']}) " + f"+{out['documents_created']} ~{out['documents_updated']} " + f"={out['documents_skipped']} skipped " + f"^{out['documents_restamped']} restamped" + ) diff --git a/demo/export_governance_graph.py b/demo/export_governance_graph.py new file mode 100644 index 000000000..64c08f12c --- /dev/null +++ b/demo/export_governance_graph.py @@ -0,0 +1,205 @@ +"""Export the cross-corpus governance graph to JSON for the demo visualization. + +Run inside the Django container: + + docker compose -f local.yml run --rm -v "$PWD/demo:/app/demo" django \ + python manage.py shell -c "exec(open('/app/demo/export_governance_graph.py').read())" + +Builds a node-link graph across every corpus that has CorpusReference rows, +plus every authority corpus they resolve into: + +* nodes — documents (filing primaries, exhibits, statute sections) and + "ghost" nodes for still-EXTERNAL law citations (cited but no + authority document yet). +* edges — DocumentRelationship rows (intra-corpus doc->doc reference edges) + and CorpusReference rows (LAW links, resolved cross-corpus or + external), weighted by mention count. + +Output: /app/demo/governance_graph.json (mounted back to ./demo). +""" + +import json +import re +from collections import Counter, defaultdict + +from opencontractserver.annotations.models import CorpusReference +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document, DocumentRelationship +from opencontractserver.enrichment.authorities import candidate_keys + +OUT_PATH = "/app/demo/governance_graph.json" + +# Company name = title up to the filing-type marker, e.g. +# "Fervo Energy Company S-1 (2025-12-19) - Exhibit 10.12" -> "Fervo Energy Company". +_COMPANY_RE = re.compile(r"^(?P.+?)\s+(?:S-1|S-1/A|Form D|10-K|10-Q|8-K)\b") + +AUTHORITY_DISPLAY = { + "dgcl": "DGCL", + "securities-act": "Securities Act", + "exchange-act": "Exchange Act", + "irc": "IRC", + "sec-rule": "SEC Rule", + "ica": "ICA", + "iaa": "IAA", +} + + +def company_of(title: str) -> str | None: + m = _COMPANY_RE.match(title or "") + return m.group("co") if m else None + + +# Fallback grouping when a document title carries no filing-type marker +# (e.g. Form D SPV notices): group by the corpus, labeled from its title head. +def corpus_group_name(corpus_title: str) -> str: + return (corpus_title or "").split("—")[0].split(" - ")[0].strip()[:40] + + +def doc_kind(doc: Document) -> str: + if (doc.custom_meta or {}).get("canonical_key"): + return "statute" + if "exhibit" in (doc.title or "").lower(): + return "exhibit" + return "primary" + + +def short_label(doc: Document) -> str: + title = doc.title or f"doc {doc.id}" + meta = doc.custom_meta or {} + if meta.get("canonical_key"): + # "DGCL § 145 — Indemnification ..." -> "DGCL § 145" + return title.split("—")[0].split("(")[0].strip() + # Exhibit numbers may be parenthesised: "Exhibit 10.(2)(A)", "Exhibit 10.12(A)". + m = re.search(r"Exhibit\s+\d+\.[\d.]*(?:\([0-9A-Za-z]+\))*", title, re.IGNORECASE) + if m: + co = company_of(title) + return f"{co.split()[0]} {m.group(0)}" if co else m.group(0) + co = company_of(title) + return f"{co} S-1" if co else title[:40] + + +authority_corpora = list( + Corpus.objects.filter( + id__in=CorpusReference.objects.filter(target_corpus__isnull=False).values( + "target_corpus_id" + ) + ).order_by("id") +) +# An authority corpus can itself carry references (statutes cite statutes); +# classify it as authority, not filing. +filing_corpora = list( + Corpus.objects.filter(references__isnull=False) + .exclude(id__in=[c.id for c in authority_corpora]) + .distinct() + .order_by("id") +) +ref_corpora = filing_corpora + authority_corpora + +refs = CorpusReference.objects.filter( + corpus__in=ref_corpora, reference_type="LAW" +).select_related("source_annotation") + +doc_ids: set[int] = set() +ghost_keys: set[str] = set() +edge_weight: Counter = Counter() # (src_node, tgt_node, type) -> mentions + +for ref in refs: + src_doc = ref.source_annotation.document_id + if ref.reference_type == "LAW": + doc_ids.add(src_doc) + if ref.target_document_id: + if ref.target_document_id == src_doc: + continue # self-citation ("this section") — no edge to draw + doc_ids.add(ref.target_document_id) + edge_weight[(f"doc:{src_doc}", f"doc:{ref.target_document_id}", "LAW")] += 1 + elif ref.canonical_key: + # Roll unresolved keys up to their section root so subsection + # variants (506(b)/(c)/(d)) share one ghost node. + root = candidate_keys(ref.canonical_key)[-1] + ghost_keys.add(root) + edge_weight[(f"doc:{src_doc}", f"key:{root}", "LAW_EXTERNAL")] += 1 + +for rel in DocumentRelationship.objects.filter(corpus__in=ref_corpora): + doc_ids.add(rel.source_document_id) + doc_ids.add(rel.target_document_id) + edge_weight[ + (f"doc:{rel.source_document_id}", f"doc:{rel.target_document_id}", "DOCUMENT") + ] += 1 + +degree: Counter = Counter() +for (src, tgt, _t), w in edge_weight.items(): + degree[src] += w + degree[tgt] += w + +docs = {d.id: d for d in Document.objects.filter(id__in=doc_ids)} +doc_corpus = defaultdict(set) +for c in filing_corpora + authority_corpora: + for did in c.document_paths.filter( + is_current=True, is_deleted=False, document_id__in=doc_ids + ).values_list("document_id", flat=True): + doc_corpus[did].add(c.id) + +corpus_titles = {c.id: c.title for c in filing_corpora + authority_corpora} +filing_ids = {c.id for c in filing_corpora} + +nodes = [] +for did, doc in docs.items(): + cid = sorted(doc_corpus.get(did, set()))[0] if doc_corpus.get(did) else None + kind = doc_kind(doc) + company = company_of(doc.title or "") + if company is None and kind != "statute" and cid in filing_ids: + company = corpus_group_name(corpus_titles.get(cid, "")) + nodes.append( + { + "id": f"doc:{did}", + "label": short_label(doc), + "title": doc.title, + "kind": kind, + "corpus_id": cid, + "company": company, + "authority": (doc.custom_meta or {}).get("authority"), + "degree": degree[f"doc:{did}"], + } + ) +for key in sorted(ghost_keys): + prefix = key.split(":", 1)[0] + nodes.append( + { + "id": f"key:{key}", + "label": f"{AUTHORITY_DISPLAY.get(prefix, prefix)} § {key.split(':', 1)[1]}", + "title": key, + "kind": "external", + "corpus_id": None, + "company": None, + "authority": prefix, + "degree": degree[f"key:{key}"], + } + ) + +edges = [ + {"source": src, "target": tgt, "type": typ, "weight": w} + for (src, tgt, typ), w in sorted(edge_weight.items()) +] + +graph = { + "corpora": [ + {"id": c.id, "title": c.title, "kind": "filing"} for c in filing_corpora + ] + + [{"id": c.id, "title": c.title, "kind": "authority"} for c in authority_corpora], + "nodes": nodes, + "edges": edges, + "stats": { + "documents": len(docs), + "external_keys": len(ghost_keys), + "edges": len(edges), + "mentions": sum(edge_weight.values()), + }, +} + +with open(OUT_PATH, "w") as f: + json.dump(graph, f, indent=1) + +print( + f"governance graph: {len(nodes)} nodes, {len(edges)} edges, " + f"{graph['stats']['mentions']} mentions -> {OUT_PATH}" +) diff --git a/demo/governance_graph.html b/demo/governance_graph.html new file mode 100644 index 000000000..db0f87df2 --- /dev/null +++ b/demo/governance_graph.html @@ -0,0 +1,360 @@ + + + + +The Governance Graph + + + + +
+

The Governance Graph — how an IPO is wired to the law

+

+ Every explicit reference detected across SEC + filings — drafted by the world's top law firms — extracted and + resolved automatically. Filing documents cite their exhibits; every + statutory citation is resolved to the actual section text of the + Delaware General Corporation Law, the Securities Act of 1933, + the Exchange Act of 1934, and the Internal Revenue Code. +

+
+ +
+
+
+
+ + + + diff --git a/demo/governance_graph.json b/demo/governance_graph.json new file mode 100644 index 000000000..2a8365fe9 --- /dev/null +++ b/demo/governance_graph.json @@ -0,0 +1,8092 @@ +{ + "corpora": [ + { + "id": 25, + "title": "Select 2026 IPO S-1 Filings (SpaceX, Fervo Energy)", + "kind": "filing" + }, + { + "id": 31, + "title": "Cerebras Systems Inc. \u2014 Form S-1 IPO Registration Statement", + "kind": "filing" + }, + { + "id": 32, + "title": "Quantinuum Inc. \u2014 Form S-1 IPO Registration Statement", + "kind": "filing" + }, + { + "id": 33, + "title": "Anthropic-named Form D Issuers \u2014 Secondary-Market SPVs", + "kind": "filing" + }, + { + "id": 34, + "title": "Cerebras Systems Inc. \u2014 Form S-1 IPO Registration Statement", + "kind": "filing" + }, + { + "id": 35, + "title": "Quantinuum Inc. \u2014 Form S-1 IPO Registration Statement", + "kind": "filing" + }, + { + "id": 26, + "title": "Delaware General Corporation Law (Title 8, Ch. 1)", + "kind": "authority" + }, + { + "id": 27, + "title": "Securities Exchange Act of 1934", + "kind": "authority" + }, + { + "id": 28, + "title": "Internal Revenue Code", + "kind": "authority" + }, + { + "id": 29, + "title": "Securities Act of 1933", + "kind": "authority" + }, + { + "id": 36, + "title": "Investment Company Act of 1940", + "kind": "authority" + }, + { + "id": 37, + "title": "SEC Rules \u2014 Securities Offering & Trading (17 C.F.R.)", + "kind": "authority" + } + ], + "nodes": [ + { + "id": "doc:744", + "label": "SPACE EXPLORATION TECHNOLOGIES CORP S-1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - primary document", + "kind": "primary", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 62 + }, + { + "id": "doc:746", + "label": "SPACE EXPLORATION TECHNOLOGIES CORP S-1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit FILING FEES", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 3 + }, + { + "id": "doc:748", + "label": "SPACE Exhibit 2.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 2.1: EX-2.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 3 + }, + { + "id": "doc:750", + "label": "SPACE Exhibit 3.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 3.1: EX-3.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 4 + }, + { + "id": "doc:752", + "label": "SPACE Exhibit 3.2", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 3.2: EX-3.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 19 + }, + { + "id": "doc:754", + "label": "SPACE Exhibit 4.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 4.1: EX-4.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:756", + "label": "SPACE Exhibit 4.2", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 4.2: EX-4.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 15 + }, + { + "id": "doc:758", + "label": "SPACE Exhibit 5.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 5.1: EX-5.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:760", + "label": "SPACE Exhibit 10.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.1: EX-10.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 3 + }, + { + "id": "doc:762", + "label": "SPACE Exhibit 10.2", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.2: EX-10.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:764", + "label": "SPACE Exhibit 10.3", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.3: EX-10.3", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 14 + }, + { + "id": "doc:766", + "label": "SPACE Exhibit 10.4", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.4: EX-10.4", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 10 + }, + { + "id": "doc:768", + "label": "SPACE Exhibit 10.5", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.5: EX-10.5", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 18 + }, + { + "id": "doc:770", + "label": "SPACE Exhibit 10.6", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.6: EX-10.6", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:772", + "label": "SPACE Exhibit 10.7", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.7: EX-10.7", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 1 + }, + { + "id": "doc:774", + "label": "SPACE Exhibit 10.8", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.8: EX-10.8", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 7 + }, + { + "id": "doc:776", + "label": "SPACE Exhibit 10.9", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.9: EX-10.9", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:778", + "label": "SPACE Exhibit 21.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 21.1: EX-21.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:780", + "label": "SPACE Exhibit 23.1", + "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 23.1: EX-23.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "SPACE EXPLORATION TECHNOLOGIES CORP", + "authority": null, + "degree": 2 + }, + { + "id": "doc:784", + "label": "Fervo Energy Co S-1", + "title": "Fervo Energy Co S-1 (2026-04-17) - primary document", + "kind": "primary", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 93 + }, + { + "id": "doc:786", + "label": "Fervo Energy Co S-1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit FILING FEES", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 3 + }, + { + "id": "doc:788", + "label": "Fervo Exhibit 3.1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.1: EX-3.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:790", + "label": "Fervo Exhibit 3.2", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.2: EX-3.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 6 + }, + { + "id": "doc:792", + "label": "Fervo Exhibit 3.3", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.3: EX-3.3", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:794", + "label": "Fervo Exhibit 3.4", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.4: EX-3.4", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 30 + }, + { + "id": "doc:796", + "label": "Fervo Exhibit 4.1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 4.1: EX-4.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 3 + }, + { + "id": "doc:798", + "label": "Fervo Exhibit 10.(2)(A)", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.(2)(A): EX-10.(2)(A)", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 10 + }, + { + "id": "doc:800", + "label": "Fervo Exhibit 10.(2)(B)", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.(2)(B): EX-10.(2)(B)", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 10 + }, + { + "id": "doc:802", + "label": "Fervo Exhibit 10.1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.1: EX-10.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 6 + }, + { + "id": "doc:804", + "label": "Fervo Exhibit 10.2", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.2: EX-10.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 10 + }, + { + "id": "doc:806", + "label": "Fervo Exhibit 10.3", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.3: EX-10.3", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 3 + }, + { + "id": "doc:808", + "label": "Fervo Exhibit 10.4", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.4: EX-10.4", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:810", + "label": "Fervo Exhibit 10.5", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.5: EX-10.5", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:812", + "label": "Fervo Exhibit 10.6", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.6: EX-10.6", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:814", + "label": "Fervo Exhibit 10.9", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.9: EX-10.9", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:816", + "label": "Fervo Exhibit 10.10", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.10: EX-10.10", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:818", + "label": "Fervo Exhibit 10.11", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.11: EX-10.11", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:820", + "label": "Fervo Exhibit 10.12", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.12: EX-10.12", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:822", + "label": "Fervo Exhibit 10.13", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.13: EX-10.13", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:824", + "label": "Fervo Exhibit 10.14", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.14: EX-10.14", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:826", + "label": "Fervo Exhibit 10.15", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.15: EX-10.15", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:828", + "label": "Fervo Exhibit 10.16", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.16: EX-10.16", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 6 + }, + { + "id": "doc:830", + "label": "Fervo Exhibit 21.1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 21.1: EX-21.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:832", + "label": "Fervo Exhibit 23.1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 23.1: EX-23.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 2 + }, + { + "id": "doc:834", + "label": "Fervo Exhibit 23.2", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 23.2: EX-23.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:836", + "label": "Fervo Exhibit 99.1", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.1: EX-99.1", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:838", + "label": "Fervo Exhibit 99.2", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.2: EX-99.2", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:840", + "label": "Fervo Exhibit 99.3", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.3: EX-99.3", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:842", + "label": "Fervo Exhibit 99.4", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.4: EX-99.4", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:844", + "label": "Fervo Exhibit 99.5", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.5: EX-99.5", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:846", + "label": "Fervo Exhibit 99.6", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.6: EX-99.6", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:848", + "label": "Fervo Exhibit 99.7", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.7: EX-99.7", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:850", + "label": "Fervo Exhibit 99.8", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.8: EX-99.8", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:852", + "label": "Fervo Exhibit 99.9", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.9: EX-99.9", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:854", + "label": "Fervo Exhibit 99.10", + "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.10: EX-99.10", + "kind": "exhibit", + "corpus_id": 25, + "company": "Fervo Energy Co", + "authority": null, + "degree": 1 + }, + { + "id": "doc:857", + "label": "DGCL \u00a7 116", + "title": "DGCL \u00a7 116 \u2014 Document form, signature and delivery", + "kind": "statute", + "corpus_id": 26, + "company": null, + "authority": "dgcl", + "degree": 10 + }, + { + "id": "doc:858", + "label": "DGCL \u00a7 122", + "title": "DGCL \u00a7 122 \u2014 Specific powers", + "kind": "statute", + "corpus_id": 26, + "company": null, + "authority": "dgcl", + "degree": 5 + }, + { + "id": "doc:859", + "label": "DGCL \u00a7 145", + "title": "DGCL \u00a7 145 \u2014 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Scan (read-only inventory — writes nothing). Replace ``/``. + ```bash + docker compose -f local.yml run --rm django python manage.py shell -c " + import warnings; warnings.simplefilter('ignore') + from opencontractserver.enrichment.service import EnrichmentService + out = EnrichmentService().scan(corpus_id=, creator_id=, sample_n=10) + print('scanned', out['documents_scanned'], 'candidates', out['total_candidates']) + print('by_type', out['counts_by_type']) + print('by_status', out['counts_by_status']) + " + ``` + +3. Apply (approval-gated at the agent layer; direct here for the proof). + ```bash + docker compose -f local.yml run --rm django python manage.py shell -c " + import warnings; warnings.simplefilter('ignore') + from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.annotations.models import Annotation, CorpusReference + out = EnrichmentService().apply(corpus_id=, creator_id=) + print(out) + refs = CorpusReference.objects.filter(corpus_id=) + print('LAW keys:', sorted(set(refs.filter(reference_type='LAW').values_list('canonical_key', flat=True)))[:15]) + print('DOC resolved:', refs.filter(reference_type='DOCUMENT', target_document__isnull=False).count()) + print('link_url anns:', Annotation.objects.filter(corpus_id=).exclude(link_url__isnull=True).exclude(link_url='').count()) + # Idempotency: + out2 = EnrichmentService().apply(corpus_id=, creator_id=) + print('re-apply created:', out2['annotations_created'], out2['references_created']) + " + ``` + +## Expected Results / Observed (corpus 25 "Select 2026 IPO S-1 Filings (SpaceX, Fervo Energy)", 55 docs, 2026-06-09) + +- **Scan:** 55 documents scanned, **348 candidates** — + `{'LAW': 59, 'DOCUMENT': 63, 'SECTION': 226}`; + statuses `{'EXTERNAL': 59, 'RESOLVED': 242, 'UNRESOLVED': 47}`. +- **Apply:** 348 mention annotations + 348 `CorpusReference` rows created. + - LAW canonical keys (cross-corpus stubs) included: + `dgcl:116, dgcl:122(17), dgcl:151, dgcl:202, dgcl:203, dgcl:212, dgcl:224, + dgcl:228, dgcl:242(b)(2), exchange-act:10(b), exchange-act:12, + exchange-act:13(d), irc:451, securities-act:4(a)(2), + securities-act:7(a)(2)(b), securities-act:8(a)`. + - **16** DOCUMENT references resolved to a target document, each mention + carrying a site-relative `link_url` like `/corpus/25/document/774` that the + frontend routes in-app. + - SECTION references resolved via the heading-text fallback (this corpus's + docs lack a dense OC_SECTION index); where an OC_SECTION annotation exists + and matches, an `OC_REFERENCES` Relationship is created instead (proven in + `test_enrichment_writer.py::...creates_relationship`). +- **Idempotent re-run:** `annotations_created == 0`, `references_created == 0`. +- **Defined terms (opt-in, `types=ALL_REFERENCE_TYPES`):** 599 distinct terms + across 925 definition sites — top cross-corpus stubs `term:company` (16 docs), + `term:board`, `term:common-stock`, `term:change-in-control`, + `term:class-a-common-stock`, `term:affiliate`. Each is a `DEFINED_TERM` + `CorpusReference` with `resolution_status='RESOLVED'` and `canonical_key` + `term:` (usage→definition linking is a future increment — deferred to + avoid the volume explosion of high-frequency terms like "Company"). + +## Cleanup +Delete the run's rows (the `Analysis` groups them): +```bash +docker compose -f local.yml run --rm django python manage.py shell -c " +import warnings; warnings.simplefilter('ignore') +from opencontractserver.annotations.models import CorpusReference, Annotation +from opencontractserver.enrichment import constants as C +CorpusReference.objects.filter(corpus_id=).delete() +Annotation.objects.filter(corpus_id=, annotation_label__text__in=[ + C.LABEL_REF_LAW, C.LABEL_REF_DOC, C.LABEL_REF_SECTION, C.LABEL_REF_TERM]).delete() +" +``` diff --git a/opencontractserver/analyzer/checks.py b/opencontractserver/analyzer/checks.py index b12a23cd2..dd44e18bd 100644 --- a/opencontractserver/analyzer/checks.py +++ b/opencontractserver/analyzer/checks.py @@ -6,8 +6,8 @@ @register() def check_unsynced_analyzers(app_configs: Any, **kwargs: Any) -> list[Warning]: """ - Check if there are doc_analyzer_task decorated functions - that haven't been synced to the database. + Check if there are doc_analyzer_task / corpus_analyzer_task decorated + functions that haven't been synced to the database. """ warnings: list[Warning] = [] @@ -15,13 +15,13 @@ def check_unsynced_analyzers(app_configs: Any, **kwargs: Any) -> list[Warning]: from opencontractserver.analyzer.models import Analyzer from opencontractserver.utils.celery_tasks import ( celery_app, - get_doc_analyzer_task_by_name, + get_analyzer_task_by_name, ) unsynced = [] for task_name in celery_app.tasks.keys(): - analyzer_task = get_doc_analyzer_task_by_name(task_name) + analyzer_task = get_analyzer_task_by_name(task_name) if analyzer_task is None: continue diff --git a/opencontractserver/analyzer/utils.py b/opencontractserver/analyzer/utils.py index 3a236fb49..dd1ad11d4 100644 --- a/opencontractserver/analyzer/utils.py +++ b/opencontractserver/analyzer/utils.py @@ -15,11 +15,11 @@ # Attempt to import Celery logic in a typical run from opencontractserver.utils.celery_tasks import ( celery_app, - get_doc_analyzer_task_by_name, + get_analyzer_task_by_name, ) except ImportError: # If Celery or tasks aren't available in this context, set placeholders - get_doc_analyzer_task_by_name = None # type: ignore[assignment] + get_analyzer_task_by_name = None # type: ignore[assignment] celery_app = None logger = logging.getLogger(__name__) @@ -78,9 +78,9 @@ def auto_create_doc_analyzers( :param update_existing: If True, update existing analyzers with missing/outdated fields. """ - if celery_app is None or get_doc_analyzer_task_by_name is None: + if celery_app is None or get_analyzer_task_by_name is None: logger.warning( - "auto_create_doc_analyzers: Celery or doc_analyzer_task accessor not available." + "auto_create_doc_analyzers: Celery or analyzer task accessor not available." ) return @@ -101,9 +101,9 @@ def auto_create_doc_analyzers( model_fields = [f.name for f in AnalyzerModel._meta.get_fields()] has_input_schema = "input_schema" in model_fields - # Iterate over tasks in Celery registry + # Iterate over tasks in Celery registry (doc- and corpus-scoped analyzers) for task_name in celery_app.tasks.keys(): - analyzer_task = get_doc_analyzer_task_by_name(task_name) + analyzer_task = get_analyzer_task_by_name(task_name) if analyzer_task is None: continue @@ -114,7 +114,9 @@ def auto_create_doc_analyzers( trimmed_desc = Truncator(docstring).chars(max_docstring_length) default_desc = "Auto-created from @doc_analyzer_task-decorated Celery task." description = trimmed_desc if trimmed_desc else default_desc - schema = getattr(analyzer_task, "_oc_doc_analyzer_input_schema", None) + schema = getattr( + analyzer_task, "_oc_doc_analyzer_input_schema", None + ) or getattr(analyzer_task, "_oc_corpus_analyzer_input_schema", None) # Check for existing analyzer existing_analyzer = None diff --git a/opencontractserver/annotations/migrations/0078_corpusreference.py b/opencontractserver/annotations/migrations/0078_corpusreference.py new file mode 100644 index 000000000..a3020ffba --- /dev/null +++ b/opencontractserver/annotations/migrations/0078_corpusreference.py @@ -0,0 +1,165 @@ +# Generated by Django 5.2.14 on 2026-06-09 15:39 + +import django.db.models.deletion +import opencontractserver.shared.user_can_mixin +from django.conf import settings +from django.db import migrations, models + + +class Migration(migrations.Migration): + + dependencies = [ + ("analyzer", "0022_alter_analysis_status"), + ("annotations", "0077_annotation_structural_modified_index"), + ("corpuses", "0056_corpus_auto_branding_enabled"), + ("documents", "0042_pendingcorpusimport"), + migrations.swappable_dependency(settings.AUTH_USER_MODEL), + ] + + operations = [ + migrations.CreateModel( + name="CorpusReference", + fields=[ + ( + "id", + models.BigAutoField( + auto_created=True, + primary_key=True, + serialize=False, + verbose_name="ID", + ), + ), + ("backend_lock", models.BooleanField(db_index=True, default=False)), + ("is_public", models.BooleanField(default=False)), + ("created", models.DateTimeField(auto_now_add=True)), + ("modified", models.DateTimeField(auto_now=True)), + ( + "reference_type", + models.CharField( + choices=[ + ("LAW", "Law citation"), + ("DOCUMENT", "Document reference"), + ("SECTION", "Internal section reference"), + ("DEFINED_TERM", "Defined term"), + ], + db_index=True, + max_length=16, + ), + ), + ( + "canonical_key", + models.CharField( + blank=True, db_index=True, max_length=255, null=True + ), + ), + ("normalized_data", models.JSONField(blank=True, null=True)), + ("confidence", models.FloatField(default=1.0)), + ( + "resolution_status", + models.CharField( + choices=[ + ("RESOLVED", "Resolved"), + ("UNRESOLVED", "Unresolved"), + ("EXTERNAL", "External (no internal target)"), + ], + default="RESOLVED", + max_length=16, + ), + ), + ( + "corpus", + models.ForeignKey( + on_delete=django.db.models.deletion.CASCADE, + related_name="references", + to="corpuses.corpus", + ), + ), + ( + "created_by_analysis", + models.ForeignKey( + blank=True, + null=True, + on_delete=django.db.models.deletion.SET_NULL, + related_name="created_references", + to="analyzer.analysis", + ), + ), + ( + "creator", + models.ForeignKey( + on_delete=django.db.models.deletion.CASCADE, + to=settings.AUTH_USER_MODEL, + ), + ), + ( + "source_annotation", + models.ForeignKey( + on_delete=django.db.models.deletion.CASCADE, + related_name="outbound_references", + to="annotations.annotation", + ), + ), + ( + "target_annotation", + models.ForeignKey( + blank=True, + null=True, + on_delete=django.db.models.deletion.SET_NULL, + related_name="inbound_references", + to="annotations.annotation", + ), + ), + ( + "target_corpus", + models.ForeignKey( + blank=True, + null=True, + on_delete=django.db.models.deletion.SET_NULL, + related_name="inbound_references", + to="corpuses.corpus", + ), + ), + ( + "target_document", + models.ForeignKey( + blank=True, + null=True, + on_delete=django.db.models.deletion.SET_NULL, + related_name="inbound_references", + to="documents.document", + ), + ), + ( + "user_lock", + models.ForeignKey( + blank=True, + null=True, + on_delete=django.db.models.deletion.SET_NULL, + related_name="locked_%(class)s_objects", + to=settings.AUTH_USER_MODEL, + ), + ), + ], + options={ + "indexes": [ + models.Index( + fields=["corpus", "reference_type"], + name="annotations_corpus__a5d62c_idx", + ), + models.Index( + fields=["canonical_key"], name="annotations_canonic_92d0e7_idx" + ), + ], + "constraints": [ + models.UniqueConstraint( + fields=("source_annotation", "reference_type", "canonical_key"), + name="uniq_corpusref_source_type_key", + ) + ], + }, + bases=( + opencontractserver.shared.user_can_mixin.InstanceUserCanMixin, + models.Model, + ), + ), + ] diff --git a/opencontractserver/annotations/models.py b/opencontractserver/annotations/models.py index 369338d1c..51fbfa217 100644 --- a/opencontractserver/annotations/models.py +++ b/opencontractserver/annotations/models.py @@ -1876,3 +1876,99 @@ class Meta: def __str__(self) -> str: return f"NoteRevision(note_id={self.note_id}, v={self.version})" + + +# --------------------------------------------------------------------------- # +# Cross-document / cross-corpus reference substrate (enrichment) # +# --------------------------------------------------------------------------- # +REFERENCE_TYPE_CHOICES = [ + ("LAW", "Law citation"), + ("DOCUMENT", "Document reference"), + ("SECTION", "Internal section reference"), + ("DEFINED_TERM", "Defined term"), +] +RESOLUTION_STATUS_CHOICES = [ + ("RESOLVED", "Resolved"), + ("UNRESOLVED", "Unresolved"), + ("EXTERNAL", "External (no internal target)"), +] + + +class CorpusReference(BaseOCModel): + """First-class connection between a reference *mention* and its target. + + Within-document links continue to use :class:`Relationship`; + ``CorpusReference`` carries the cross-document, cross-corpus, and + external-law (statute) links that ``Relationship`` cannot express (a + relationship is pinned to a single document). ``canonical_key`` is the + cross-corpus join key (e.g. ``dgcl:145``) — cross-corpus *linking* is future + work, but the shape anticipates it via ``target_corpus`` + ``canonical_key``. + """ + + corpus = django.db.models.ForeignKey( + "corpuses.Corpus", + on_delete=django.db.models.CASCADE, + related_name="references", + db_index=True, + ) + reference_type = django.db.models.CharField( + max_length=16, choices=REFERENCE_TYPE_CHOICES, db_index=True + ) + source_annotation = django.db.models.ForeignKey( + "annotations.Annotation", + on_delete=django.db.models.CASCADE, + related_name="outbound_references", + ) + target_annotation = django.db.models.ForeignKey( + "annotations.Annotation", + on_delete=django.db.models.SET_NULL, + null=True, + blank=True, + related_name="inbound_references", + ) + target_document = django.db.models.ForeignKey( + "documents.Document", + on_delete=django.db.models.SET_NULL, + null=True, + blank=True, + related_name="inbound_references", + ) + target_corpus = django.db.models.ForeignKey( + "corpuses.Corpus", + on_delete=django.db.models.SET_NULL, + null=True, + blank=True, + related_name="inbound_references", + ) + canonical_key = django.db.models.CharField( + max_length=255, null=True, blank=True, db_index=True + ) + normalized_data = django.db.models.JSONField(null=True, blank=True) + confidence = django.db.models.FloatField(default=1.0) + resolution_status = django.db.models.CharField( + max_length=16, choices=RESOLUTION_STATUS_CHOICES, default="RESOLVED" + ) + created_by_analysis = django.db.models.ForeignKey( + "analyzer.Analysis", + on_delete=django.db.models.SET_NULL, + null=True, + blank=True, + related_name="created_references", + ) + + class Meta: + indexes = [ + django.db.models.Index(fields=["corpus", "reference_type"]), + django.db.models.Index(fields=["canonical_key"]), + ] + constraints = [ + # Idempotency guard: one reference per (source span, type, key). + django.db.models.UniqueConstraint( + fields=["source_annotation", "reference_type", "canonical_key"], + name="uniq_corpusref_source_type_key", + ), + ] + + def __str__(self) -> str: + target = self.canonical_key or self.target_document_id + return f"CorpusReference({self.reference_type} -> {target})" diff --git a/opencontractserver/enrichment/__init__.py b/opencontractserver/enrichment/__init__.py new file mode 100644 index 000000000..1b6432f67 --- /dev/null +++ b/opencontractserver/enrichment/__init__.py @@ -0,0 +1,6 @@ +"""Corpus reference enrichment engine. + +Deterministic extraction → resolution → persistence of explicit references +(law citations, document/exhibit references, internal section references, and +defined terms) across an OpenContracts corpus. +""" diff --git a/opencontractserver/enrichment/authorities.py b/opencontractserver/enrichment/authorities.py new file mode 100644 index 000000000..a6a6951da --- /dev/null +++ b/opencontractserver/enrichment/authorities.py @@ -0,0 +1,223 @@ +"""Bootstrap "authority corpora" — statute / regulation reference targets. + +An authority corpus holds one text document per statute section (e.g. DGCL +§ 145). Each document carries its canonical key in ``Document.custom_meta`` +(``{"canonical_key": "dgcl:145", "authority": "dgcl"}``) so the cross-corpus +resolution pass can upgrade EXTERNAL law references (emitted by the +enrichment engine with the same canonical keys) into RESOLVED links that +point at a concrete document in another corpus. + +Document creation is delegated to the existing text-import tool +(``create_or_update_text_document`` -> ``Corpus.import_content``), so +authority documents get real versioning, paths, and permissions like any +other corpus document. +""" + +from __future__ import annotations + +import logging +import re +from dataclasses import dataclass + +from django.contrib.auth import get_user_model + +from opencontractserver.corpuses.models import Corpus +from opencontractserver.corpuses.services.corpus_documents import CorpusDocumentService +from opencontractserver.documents.models import Document +from opencontractserver.enrichment import constants as C +from opencontractserver.utils.files import read_field_file_text + +logger = logging.getLogger(__name__) +User = get_user_model() + +# Subsection canonical keys fall back to their root section: the authority +# corpus stores one document per *section* (dgcl:122), while citations may be +# subsection-precise (dgcl:122(17)). Root = authority prefix + section number +# (with optional trailing letter), i.e. everything before the first "(". +_ROOT_KEY_RE = re.compile(r"^(?P[a-z0-9-]+:\d+[a-z]?)", re.IGNORECASE) + + +@dataclass +class AuthoritySection: + """One statute section destined to become an authority document.""" + + key: str # canonical key, e.g. "dgcl:145" + heading: str # document title, e.g. "DGCL § 145 — Indemnification" + text: str # full section text + source_url: str | None = None + + +def candidate_keys(canonical_key: str) -> list[str]: + """Keys to try when resolving a citation: exact first, then section root.""" + keys = [canonical_key] + m = _ROOT_KEY_RE.match(canonical_key) + if m and m.group("root") != canonical_key: + keys.append(m.group("root")) + return keys + + +def authority_alias_registry(user=None) -> dict[str, str]: + """Build the authority alias -> canonical-prefix map for extraction. + + Static defaults (``constants.AUTHORITY_PREFIX``) merged with aliases + declared by authority corpora: the bootstrapper stamps each section + document with ``custom_meta.authority_aliases``, so adding a body of law + is a bootstrap call, not a code change. DB-declared aliases override + static entries on collision. When ``user`` is given, only aliases on + documents visible to that user are included. + """ + mapping: dict[str, str] = dict(C.AUTHORITY_PREFIX) + qs = ( + Document.objects.all() + if user is None + else Document.objects.visible_to_user(user) + ) + rows = qs.filter(custom_meta__has_key="authority_aliases").values_list( + "custom_meta", flat=True + ) + for meta in rows: + meta = meta or {} + prefix = meta.get("authority") + if not prefix: + continue + for alias in meta.get("authority_aliases") or []: + if isinstance(alias, str) and alias.strip(): + mapping[alias.strip().lower()] = prefix + return mapping + + +def find_authority_target(canonical_key: str, user) -> Document | None: + """Find the authority document for a canonical key, visible to ``user``. + + Falls back from subsection keys (``dgcl:122(17)``) to the root section + (``dgcl:122``). Returns ``None`` when no visible authority document + carries the key. + """ + for key in candidate_keys(canonical_key): + doc = ( + Document.objects.visible_to_user(user) + .filter( + custom_meta__canonical_key=key, + # Version-ups create a new Document row; only the current + # (non-superseded) version has a live path record. + path_records__is_current=True, + path_records__is_deleted=False, + ) + .order_by("id") + .first() + ) + if doc is not None: + return doc + return None + + +class AuthorityCorpusBootstrapper: + """Create or refresh an authority corpus from a section spec.""" + + def bootstrap( + self, + *, + creator_id: int, + corpus_title: str, + sections: list[AuthoritySection], + corpus_id: int | None = None, + aliases: list[str] | None = None, + ) -> dict: + """Idempotently materialise ``sections`` as keyed documents. + + Unchanged sections are skipped; changed text version-ups the existing + document at the same path (title-derived). Returns a summary dict. + """ + # Local import: the tool module imports services that import models — + # keep the engine importable without dragging the whole tool package. + from opencontractserver.llms.tools.core_tools.text_document_import import ( + create_or_update_text_document, + ) + + user = User.objects.get(pk=creator_id) + if corpus_id is not None: + corpus = Corpus.objects.get(pk=corpus_id) + corpus_created = False + else: + corpus, corpus_created = Corpus.objects.get_or_create( + title=corpus_title, creator=user + ) + + created = updated = skipped = restamped = 0 + for sec in sections: + # Match by key, falling back to title: a concurrent full-row save + # from the document-processing pipeline can clobber a freshly + # stamped custom_meta (lost update), so a re-run must recognise + # the document by title and restamp rather than re-import it. + existing = self._find_by_key(user, corpus, sec.key) or self._find_by_title( + user, corpus, sec.heading + ) + if existing is not None: + try: + current = read_field_file_text(existing.txt_extract_file) + except Exception: # unreadable -> rewrite below + current = None + if current == sec.text: + meta = existing.custom_meta or {} + if meta.get("canonical_key") != sec.key or ( + aliases and meta.get("authority_aliases") != aliases + ): + self._stamp_key(existing.id, sec, aliases) + restamped += 1 + else: + skipped += 1 + continue + + out = create_or_update_text_document( + corpus_id=corpus.id, + title=sec.heading, + content=sec.text, + author_id=creator_id, + description=f"Authority text for {sec.key}" + + (f" (source: {sec.source_url})" if sec.source_url else ""), + ) + self._stamp_key(out["document_id"], sec, aliases) + if out["status"] == "created": + created += 1 + else: + updated += 1 + + return { + "corpus_id": corpus.id, + "corpus_created": corpus_created, + "documents_created": created, + "documents_updated": updated, + "documents_skipped": skipped, + "documents_restamped": restamped, + } + + @staticmethod + def _find_by_key(user, corpus, key: str) -> Document | None: + return ( + CorpusDocumentService.get_corpus_documents(user, corpus) + .filter(custom_meta__canonical_key=key) + .first() + ) + + @staticmethod + def _find_by_title(user, corpus, title: str) -> Document | None: + return ( + CorpusDocumentService.get_corpus_documents(user, corpus) + .filter(title=title) + .first() + ) + + @staticmethod + def _stamp_key( + document_id: int, sec: AuthoritySection, aliases: list[str] | None = None + ) -> None: + doc = Document.objects.get(pk=document_id) + meta = dict(doc.custom_meta or {}) + meta["canonical_key"] = sec.key + meta["authority"] = sec.key.split(":", 1)[0] + if sec.source_url: + meta["source_url"] = sec.source_url + if aliases: + meta["authority_aliases"] = aliases + doc.custom_meta = meta + doc.save(update_fields=["custom_meta"]) diff --git a/opencontractserver/enrichment/constants.py b/opencontractserver/enrichment/constants.py new file mode 100644 index 000000000..8f7e87547 --- /dev/null +++ b/opencontractserver/enrichment/constants.py @@ -0,0 +1,69 @@ +"""Constants for the corpus reference enrichment engine. + +No magic numbers / strings in the engine modules — they import from here. +""" + +# Mention annotation labels (one per reference type). +LABEL_REF_LAW = "OC_REF_LAW" +LABEL_REF_DOC = "OC_REF_DOC" +LABEL_REF_SECTION = "OC_REF_SECTION" +LABEL_REF_TERM = "OC_REF_TERM" + +# Relationship label used for within-document reference links (section->section, +# definition->usage). One label keeps the relationship graph legible. +LABEL_RELATIONSHIP = "OC_REFERENCES" + +# Reference type discriminators — must match CorpusReference.REFERENCE_TYPE_CHOICES. +REF_LAW = "LAW" +REF_DOCUMENT = "DOCUMENT" +REF_SECTION = "SECTION" +REF_DEFINED_TERM = "DEFINED_TERM" + +# Resolution statuses — must match CorpusReference.RESOLUTION_STATUS_CHOICES. +STATUS_RESOLVED = "RESOLVED" +STATUS_UNRESOLVED = "UNRESOLVED" +STATUS_EXTERNAL = "EXTERNAL" + +LABEL_FOR_TYPE = { + REF_LAW: LABEL_REF_LAW, + REF_DOCUMENT: LABEL_REF_DOC, + REF_SECTION: LABEL_REF_SECTION, + REF_DEFINED_TERM: LABEL_REF_TERM, +} + +# Authority name (as it appears in text, lowercased) -> canonical_key prefix. +AUTHORITY_PREFIX = { + "delaware general corporation law": "dgcl", + "dgcl": "dgcl", + "securities act": "securities-act", + "securities exchange act": "exchange-act", + "exchange act": "exchange-act", + "internal revenue code": "irc", + "investment company act": "ica", + "investment advisers act": "iaa", +} + +# Canonical-key prefix for bare SEC rule citations ("Rule 506(b)") — these are +# 17 CFR rules cited without a named authority. +SEC_RULE_PREFIX = "sec-rule" + +# Document-level relationship type for graph rollups — must match +# DocumentRelationship.RELATIONSHIP_TYPE_CHOICES. +DOC_REL_RELATIONSHIP = "RELATIONSHIP" + +# Provenance analyzer identity for enrichment runs. The task name is the +# REAL registered Celery task (the @corpus_analyzer_task adapter in +# opencontractserver/tasks/corpus_analysis_tasks.py) so the analyzer row the +# service creates is dispatchable via run_task_name_analyzer / CorpusAction. +ENRICHMENT_ANALYZER_TASK = ( + "opencontractserver.tasks.corpus_analysis_tasks.corpus_reference_enrichment" +) +ENRICHMENT_ANALYZER_ID = "corpus-reference-enrichment" +ENRICHMENT_ANALYZER_TITLE = "Corpus Reference Enrichment" + +# Defaults / thresholds. +DEFAULT_SAMPLE_N = 10 +MAX_DEFINED_TERMS = 50 # cap to control precision/volume in v1 +ALL_REFERENCE_TYPES = (REF_LAW, REF_DOCUMENT, REF_SECTION, REF_DEFINED_TERM) +# Defined-terms are opt-in (precision risk); not scanned/applied by default. +DEFAULT_REFERENCE_TYPES = (REF_LAW, REF_DOCUMENT, REF_SECTION) diff --git a/opencontractserver/enrichment/extractor.py b/opencontractserver/enrichment/extractor.py new file mode 100644 index 000000000..bc1522c4c --- /dev/null +++ b/opencontractserver/enrichment/extractor.py @@ -0,0 +1,236 @@ +"""Deterministic reference extraction from document text (no DB access). + +The extractor recognises *explicit* references with high-precision grammars and +emits :class:`Candidate` spans. Target resolution (which document/section/corpus +a candidate points at) is the resolver's job — the extractor only normalises +what the text itself states (e.g. a law citation's canonical key). +""" + +from __future__ import annotations + +import re +from collections.abc import Iterator +from dataclasses import dataclass, field + +from opencontractserver.enrichment import constants as C + + +@dataclass +class Candidate: + """A single detected reference span within one document's text.""" + + reference_type: str + start: int + end: int + raw_text: str + canonical_key: str | None = None + normalized_data: dict = field(default_factory=dict) + + +# "Section 145", "Section 4(a)(2)", "Section 7(a)(2)(B)" followed by authority. +# The authority alternation is compiled per extractor instance from an alias +# registry (static defaults + DB-declared aliases on authority corpora), so +# adding a body of law never requires a code change. Aliases are matched +# longest-first so "Securities Exchange Act" wins over "Exchange Act". +def _compile_law_re(aliases) -> re.Pattern: + alt = "|".join(re.escape(a) for a in sorted(aliases, key=len, reverse=True)) + return re.compile( + r"Section\s+(?P\d+[A-Za-z]?(?:\([0-9a-zA-Z]+\))*)\s+of\s+the\s+" + r"(?P" + alt + r")", + re.IGNORECASE, + ) + + +def _compile_prefix_law_re(aliases) -> re.Pattern: + """Form-style citations with the authority BEFORE the section: + "Securities Act Section 4(a)(5)", "Investment Company Act Section 3(c)".""" + alt = "|".join(re.escape(a) for a in sorted(aliases, key=len, reverse=True)) + return re.compile( + r"(?P" + alt + r")\s+Section\s+" + r"(?P\d+[A-Za-z]?(?:\([0-9a-zA-Z]+\))*)", + re.IGNORECASE, + ) + + +# Statute-internal relative idiom: "§ 251 of this title", "Section 141(b) of +# this chapter". Only keyable when the caller supplies the document's own +# authority (from the authority corpus's custom_meta) as default_authority. +_LAW_RELATIVE_RE = re.compile( + r"(?:§|Section)\s+(?P\d+[A-Za-z]?(?:\([0-9a-zA-Z]+\))*)\s+of\s+this\s+" + r"(?:title|chapter)", + re.IGNORECASE, +) +# Bare SEC rule citations: "Rule 506(b)", "Rule 504(b)(1)", "Rule 144A", +# "Rule 10b-5". No authority name in text — keyed under SEC_RULE_PREFIX. +_RULE_RE = re.compile( + r"Rule\s+(?P\d+[A-Za-z]?(?:-\d+)?(?:\([0-9a-zA-Z]+\))*)", +) +_EXHIBIT_RE = re.compile(r"Exhibit\s+(?P\d+\.\d+[A-Za-z()]*)", re.IGNORECASE) +# see / under ... "Heading" (curly or straight quotes) +_SECTION_RE = re.compile( + r"(?:see|under)\b[^\"“]{0,40}?[\"“]" r"(?P[A-Z][^\"”]{2,60})[\"”]", + re.IGNORECASE, +) +# Defined-term DEFINITION sites — high precision only: +# 1. parenthetical: (the "Company") ("Notes") (collectively, the "Shares") +# 2. copular: "Change of Control" means | shall mean | refers to +_TERM_PAREN_RE = re.compile( + r"\((?:the\s+|collectively,?\s+the\s+|each\s+an?\s+|together(?:,)?\s+the\s+)?" + r"[\"“](?P[A-Z][^\"”]{1,60}?)[\"”]", +) +_TERM_MEANS_RE = re.compile( + r"[\"“](?P[A-Z][^\"”]{1,60}?)[\"”]\s+" + r"(?:means\b|shall\s+mean\b|refers\s+to\b|has\s+the\s+meaning\b)", +) + + +def _slugify_term(term: str) -> str: + """Normalize a defined term to a stable cross-corpus key fragment.""" + return re.sub(r"[^a-z0-9]+", "-", term.strip().lower()).strip("-") + + +class ReferenceExtractor: + """Stateless-per-text extractor: ``extract(text) -> list[Candidate]``. + + ``authority_aliases`` maps authority alias (as it appears in text) -> + canonical key prefix; defaults to the static ``AUTHORITY_PREFIX`` set. + Callers with corpus context should pass the merged registry from + :func:`opencontractserver.enrichment.authorities.authority_alias_registry`. + + ``default_authority`` keys relative citations ("§ 251 of this title") + when extracting from a statute document that knows its own authority; + without it, relative citations are skipped (they cannot be keyed). + """ + + def __init__(self, authority_aliases: dict[str, str] | None = None) -> None: + aliases = authority_aliases or C.AUTHORITY_PREFIX + self._alias_to_prefix = {k.lower(): v for k, v in aliases.items()} + self._law_re = _compile_law_re(self._alias_to_prefix) + self._prefix_law_re = _compile_prefix_law_re(self._alias_to_prefix) + + def extract( + self, text: str, default_authority: str | None = None + ) -> list[Candidate]: + out: list[Candidate] = [] + out.extend(self._laws(text)) + out.extend(self._prefix_laws(text)) + out.extend(self._rules(text)) + if default_authority: + out.extend(self._relative_laws(text, default_authority)) + out.extend(self._exhibits(text)) + out.extend(self._sections(text)) + out.extend(self._terms(text)) + return out + + def _law_candidate(self, m: re.Match) -> Candidate: + sec = m.group("sec") + auth_text = m.group("auth") + prefix = self._alias_to_prefix[auth_text.lower()] + return Candidate( + reference_type=C.REF_LAW, + start=m.start(), + end=m.end(), + raw_text=m.group(0), + canonical_key=f"{prefix}:{sec.lower()}", + normalized_data={ + "authority": prefix, + "section": sec, + "authority_text": auth_text, + }, + ) + + def _laws(self, text: str) -> Iterator[Candidate]: + for m in self._law_re.finditer(text): + yield self._law_candidate(m) + + def _prefix_laws(self, text: str) -> Iterator[Candidate]: + for m in self._prefix_law_re.finditer(text): + yield self._law_candidate(m) + + def _rules(self, text: str) -> Iterator[Candidate]: + for m in _RULE_RE.finditer(text): + rule = m.group("rule") + yield Candidate( + reference_type=C.REF_LAW, + start=m.start(), + end=m.end(), + raw_text=m.group(0), + canonical_key=f"{C.SEC_RULE_PREFIX}:{rule.lower()}", + normalized_data={ + "authority": C.SEC_RULE_PREFIX, + "section": rule, + "rule": True, + }, + ) + + def _relative_laws(self, text: str, authority: str) -> Iterator[Candidate]: + for m in _LAW_RELATIVE_RE.finditer(text): + sec = m.group("sec") + yield Candidate( + reference_type=C.REF_LAW, + start=m.start(), + end=m.end(), + raw_text=m.group(0), + canonical_key=f"{authority}:{sec.lower()}", + normalized_data={ + "authority": authority, + "section": sec, + "relative": True, + }, + ) + + def _exhibits(self, text: str) -> Iterator[Candidate]: + for m in _EXHIBIT_RE.finditer(text): + yield Candidate( + reference_type=C.REF_DOCUMENT, + start=m.start(), + end=m.end(), + raw_text=m.group(0), + normalized_data={"exhibit_number": m.group("num")}, + ) + + def _sections(self, text: str) -> Iterator[Candidate]: + for m in _SECTION_RE.finditer(text): + head = m.group("head").strip() + # Span covers the quoted heading (including the surrounding quotes). + yield Candidate( + reference_type=C.REF_SECTION, + start=m.start("head") - 1, + end=m.end("head") + 1, + raw_text=m.group(0), + normalized_data={"heading": head}, + ) + + def _terms(self, text: str) -> Iterator[Candidate]: + """Defined-term DEFINITION sites, deduped by slug, capped per document. + + Opt-in (not in the default reference-type set) and capped at + ``MAX_DEFINED_TERMS`` to keep precision/volume in check. Each definition + becomes a cross-corpus-trackable stub keyed ``term:`` — the same + philosophy as law citations. + """ + seen: set[str] = set() + emitted = 0 + for regex, kind in ( + (_TERM_PAREN_RE, "parenthetical"), + (_TERM_MEANS_RE, "means"), + ): + for m in regex.finditer(text): + if emitted >= C.MAX_DEFINED_TERMS: + return + # Trim trailing punctuation captured inside the quotes + # (e.g. (the "Notes," ...) -> "Notes"). + term = m.group("term").strip().rstrip(",.;:") + slug = _slugify_term(term) + if not slug or slug in seen: + continue + seen.add(slug) + emitted += 1 + yield Candidate( + reference_type=C.REF_DEFINED_TERM, + start=m.start("term") - 1, + end=m.end("term") + 1, + raw_text=term, + canonical_key=f"term:{slug}", + normalized_data={"term": term, "slug": slug, "kind": kind}, + ) diff --git a/opencontractserver/enrichment/resolver.py b/opencontractserver/enrichment/resolver.py new file mode 100644 index 000000000..7aee040e9 --- /dev/null +++ b/opencontractserver/enrichment/resolver.py @@ -0,0 +1,156 @@ +"""Resolve extracted reference candidates to concrete targets in a corpus. + +The resolver is fed the corpus's documents (already permission-scoped by the +caller via ``CorpusDocumentService``) so it performs no Tier-0 permission +fusions itself. It maps: + +* law citations -> EXTERNAL (no internal target; canonical stub only) +* document/exhibit refs -> a target Document (by exhibit number in its title) +* internal section refs -> an OC_SECTION annotation, or a heading-text offset +""" + +from __future__ import annotations + +import re +from dataclasses import dataclass, field + +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.extractor import Candidate + +# Exhibit number as it appears in EDGAR document titles, e.g. +# "Cerebras Systems Inc. S-1 (2024-09-30) - Exhibit 10.12(A): EX-10.12(A)". +_TITLE_EXHIBIT_RE = re.compile(r"Exhibit\s+(?P\d+\.\d+[A-Za-z()]*)", re.IGNORECASE) + + +@dataclass +class Resolution: + """A candidate paired with its resolved target (if any).""" + + candidate: Candidate + source_document_id: int + resolution_status: str + target_document_id: int | None = None + target_annotation_id: int | None = None + target_offset: int | None = None + canonical_key: str | None = None + confidence: float = 1.0 + normalized_data: dict = field(default_factory=dict) + + @property + def reference_type(self) -> str: + return self.candidate.reference_type + + +@dataclass +class _SectionAnno: + """Minimal view of an OC_SECTION annotation for matching.""" + + id: int + raw_text: str + + +class ReferenceResolver: + """Resolve candidates against a fixed set of corpus documents.""" + + def __init__(self, documents) -> None: + # Build {exhibit_number -> document_id} from document titles. + self._exhibit_index: dict[str, int] = {} + for doc in documents: + for m in _TITLE_EXHIBIT_RE.finditer(doc.title or ""): + self._exhibit_index.setdefault(m.group("num").lower(), doc.id) + + # -- per-type ---------------------------------------------------------- # + + def resolve_law(self, cand: Candidate) -> Resolution: + return Resolution( + candidate=cand, + source_document_id=0, # filled by caller via _stamp_source + resolution_status=C.STATUS_EXTERNAL, + canonical_key=cand.canonical_key, + normalized_data=dict(cand.normalized_data), + ) + + def resolve_document(self, cand: Candidate, source_doc_id: int) -> Resolution: + num = (cand.normalized_data.get("exhibit_number") or "").lower() + target = self._exhibit_index.get(num) + if target is not None and target != source_doc_id: + status = C.STATUS_RESOLVED + else: + target = None + status = C.STATUS_UNRESOLVED + return Resolution( + candidate=cand, + source_document_id=source_doc_id, + resolution_status=status, + target_document_id=target, + canonical_key=cand.canonical_key, + normalized_data=dict(cand.normalized_data), + ) + + def resolve_section( + self, + cand: Candidate, + source_doc_id: int, + doc_text: str, + sections: list[_SectionAnno] | None = None, + ) -> Resolution: + heading = (cand.normalized_data.get("heading") or "").strip() + res = Resolution( + candidate=cand, + source_document_id=source_doc_id, + resolution_status=C.STATUS_UNRESOLVED, + normalized_data=dict(cand.normalized_data), + ) + # 1. Prefer an OC_SECTION annotation whose text matches the heading. + for sec in sections or []: + if (sec.raw_text or "").strip().lower() == heading.lower(): + res.target_annotation_id = sec.id + res.resolution_status = C.STATUS_RESOLVED + return res + # 2. Fallback: locate the heading text within the document. + if heading: + idx = doc_text.lower().find(heading.lower(), cand.end) + if idx == -1: + idx = doc_text.lower().find(heading.lower()) + if idx != -1: + res.target_offset = idx + res.resolution_status = C.STATUS_RESOLVED + res.confidence = 0.6 # heading-text match, not a real section anno + return res + + # -- dispatcher -------------------------------------------------------- # + + def resolve( + self, + cand: Candidate, + source_doc_id: int, + doc_text: str, + sections: list[_SectionAnno] | None = None, + ) -> Resolution: + if cand.reference_type == C.REF_LAW: + res = self.resolve_law(cand) + res.source_document_id = source_doc_id + return res + if cand.reference_type == C.REF_DOCUMENT: + return self.resolve_document(cand, source_doc_id) + if cand.reference_type == C.REF_SECTION: + return self.resolve_section(cand, source_doc_id, doc_text, sections) + if cand.reference_type == C.REF_DEFINED_TERM: + # A definition site is self-contained: the mention IS the canonical + # target for ``term:``. Usage->definition linking is a future + # increment (volume/precision control needed for terms like "Company"). + return Resolution( + candidate=cand, + source_document_id=source_doc_id, + resolution_status=C.STATUS_RESOLVED, + canonical_key=cand.canonical_key, + normalized_data=dict(cand.normalized_data), + ) + # Any future types: carry through unresolved. + return Resolution( + candidate=cand, + source_document_id=source_doc_id, + resolution_status=C.STATUS_UNRESOLVED, + canonical_key=cand.canonical_key, + normalized_data=dict(cand.normalized_data), + ) diff --git a/opencontractserver/enrichment/service.py b/opencontractserver/enrichment/service.py new file mode 100644 index 000000000..8e131094f --- /dev/null +++ b/opencontractserver/enrichment/service.py @@ -0,0 +1,263 @@ +"""Orchestration + query services for corpus reference enrichment. + +``EnrichmentService`` is the single entry point the agent tools call: + +* ``scan`` — extract + resolve across the corpus, return an inventory, NO writes. +* ``apply`` — scan, then persist under an ``Analysis`` (approval-gated at the + tool layer). + +``CorpusReferenceService`` is the read surface (visibility derives from corpus +visibility — no per-object guardian rows in v1). +""" + +from __future__ import annotations + +import logging +from collections import Counter + +from django.contrib.auth import get_user_model + +from opencontractserver.analyzer.models import Analysis, Analyzer +from opencontractserver.annotations.models import Annotation, CorpusReference +from opencontractserver.corpuses.models import Corpus +from opencontractserver.corpuses.services.corpus_documents import CorpusDocumentService +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.extractor import ReferenceExtractor +from opencontractserver.enrichment.resolver import ( + ReferenceResolver, + Resolution, + _SectionAnno, +) +from opencontractserver.enrichment.writer import EnrichmentWriter +from opencontractserver.types.enums import JobStatus +from opencontractserver.utils.files import read_field_file_text + +logger = logging.getLogger(__name__) +User = get_user_model() + +# OC_SECTION is the built-in structural section label. +OC_SECTION_LABEL = "OC_SECTION" + + +class CorpusReferenceService: + """Read surface for CorpusReference rows.""" + + @staticmethod + def visible_to_user(user): + return CorpusReference.objects.filter( + corpus__in=Corpus.objects.visible_to_user(user) + ) + + @classmethod + def for_corpus(cls, user, corpus_id: int): + return cls.visible_to_user(user).filter(corpus_id=corpus_id) + + +class EnrichmentService: + """Scan and apply reference enrichment for a corpus.""" + + # -- shared internals -------------------------------------------------- # + + def _load(self, corpus_id: int, creator_id: int): + user = User.objects.get(pk=creator_id) + corpus = Corpus.objects.get(pk=corpus_id) + documents = list( + CorpusDocumentService.get_corpus_documents(user, corpus, include_caml=False) + ) + return user, corpus, documents + + def _sections_for(self, doc_id: int) -> list[_SectionAnno]: + rows = Annotation.objects.filter( + document_id=doc_id, annotation_label__text=OC_SECTION_LABEL + ).values_list("id", "raw_text") + return [_SectionAnno(id=pk, raw_text=txt or "") for pk, txt in rows] + + def _resolutions(self, corpus, documents, types, user) -> list[Resolution]: + from opencontractserver.enrichment.authorities import authority_alias_registry + + wanted = set(types or C.DEFAULT_REFERENCE_TYPES) + resolver = ReferenceResolver(documents) + # The alias registry is corpus-data-driven (authority corpora declare + # their own aliases) and visibility-scoped to the run user. + extractor = ReferenceExtractor(authority_aliases=authority_alias_registry(user)) + resolutions: list[Resolution] = [] + for doc in documents: + try: + text = read_field_file_text(doc.txt_extract_file) + except Exception as exc: # isolate per-document failures + logger.warning( + "Enrichment: skip doc %s (text read failed: %s)", doc.id, exc + ) + continue + if not text: + continue + sections = self._sections_for(doc.id) + # Authority documents know their own body of law — that context + # keys relative citations ("§ 251 of this title") in statute text. + meta = doc.custom_meta if isinstance(doc.custom_meta, dict) else {} + for cand in extractor.extract( + text, default_authority=meta.get("authority") + ): + if cand.reference_type not in wanted: + continue + resolutions.append(resolver.resolve(cand, doc.id, text, sections)) + return resolutions + + # -- public API -------------------------------------------------------- # + + def scan( + self, + *, + corpus_id: int, + creator_id: int, + types: list[str] | None = None, + sample_n: int = C.DEFAULT_SAMPLE_N, + ) -> dict: + user, corpus, documents = self._load(corpus_id, creator_id) + resolutions = self._resolutions(corpus, documents, types, user) + + by_type = Counter(r.reference_type for r in resolutions) + by_status = Counter(r.resolution_status for r in resolutions) + samples = [ + { + "reference_type": r.reference_type, + "raw_text": r.candidate.raw_text[:120], + "canonical_key": r.canonical_key, + "resolution_status": r.resolution_status, + "target_document_id": r.target_document_id, + "source_document_id": r.source_document_id, + } + for r in resolutions[:sample_n] + ] + unresolved = [ + { + "reference_type": r.reference_type, + "raw_text": r.candidate.raw_text[:120], + "source_document_id": r.source_document_id, + } + for r in resolutions + if r.resolution_status == C.STATUS_UNRESOLVED + ][:sample_n] + + return { + "corpus_id": corpus_id, + "documents_scanned": len(documents), + "total_candidates": len(resolutions), + "counts_by_type": dict(by_type), + "counts_by_status": dict(by_status), + "samples": samples, + "unresolved_samples": unresolved, + } + + def _get_analysis(self, corpus, creator_id: int) -> Analysis: + # task_name is unique and the startup sync may have created the row + # under id == task_name already — converge on it before creating. + analyzer = Analyzer.objects.filter(task_name=C.ENRICHMENT_ANALYZER_TASK).first() + if analyzer is None: + analyzer, _ = Analyzer.objects.get_or_create( + id=C.ENRICHMENT_ANALYZER_ID, + defaults={ + "task_name": C.ENRICHMENT_ANALYZER_TASK, + "description": C.ENRICHMENT_ANALYZER_TITLE, + "creator_id": creator_id, + }, + ) + return Analysis.objects.create( + analyzer=analyzer, + analyzed_corpus=corpus, + creator_id=creator_id, + status=JobStatus.COMPLETED.value, + ) + + def apply( + self, + *, + corpus_id: int, + creator_id: int, + types: list[str] | None = None, + analysis: Analysis | None = None, + ) -> dict: + """Persist the corpus's reference web. + + ``analysis`` lets the analyzer-framework adapter attach the run to the + framework-created ``Analysis``; when omitted (agent tool / direct + service call) a provenance ``Analysis`` is created here. + """ + user, corpus, documents = self._load(corpus_id, creator_id) + resolutions = self._resolutions(corpus, documents, types, user) + if analysis is None: + analysis = self._get_analysis(corpus, creator_id) + writer = EnrichmentWriter(corpus, creator_id, analysis=analysis) + res = writer.write(resolutions) + link = self._link_external(user, corpus) + return { + "corpus_id": corpus_id, + "analysis_id": analysis.id, + "documents_scanned": len(documents), + "total_candidates": len(resolutions), + "annotations_created": res.annotations_created, + "relationships_created": res.relationships_created, + "references_created": res.references_created, + "document_relationships_created": res.document_relationships_created, + "law_references_linked": link["law_references_linked"], + } + + # -- cross-corpus linking ----------------------------------------------- # + + def link_external_references(self, *, corpus_id: int, creator_id: int) -> dict: + """Upgrade EXTERNAL law references to RESOLVED cross-corpus links. + + Re-runnable: as new authority corpora are bootstrapped, another pass + links any still-external citations whose canonical keys now have a + visible authority document. + """ + user = User.objects.get(pk=creator_id) + corpus = Corpus.objects.get(pk=corpus_id) + return self._link_external(user, corpus) + + def _link_external(self, user, corpus) -> dict: + from opencontractserver.documents.models import Document + from opencontractserver.enrichment.authorities import find_authority_target + + refs = ( + CorpusReference.objects.filter( + corpus=corpus, + reference_type=C.REF_LAW, + target_document__isnull=True, + ) + .exclude(canonical_key=None) + .select_related("source_annotation") + ) + target_cache: dict[str, Document | None] = {} + linked = 0 + for ref in refs: + key = ref.canonical_key + if not key: # queryset excludes None; guard for type-narrowing + continue + if key not in target_cache: + target_cache[key] = find_authority_target(key, user) + target = target_cache[key] + if target is None: + continue + target_corpus_id = ( + target.path_records.filter(is_current=True, is_deleted=False) + .values_list("corpus_id", flat=True) + .first() + ) + ref.target_document = target + ref.target_corpus_id = target_corpus_id + ref.resolution_status = C.STATUS_RESOLVED + ref.save( + update_fields=[ + "target_document", + "target_corpus", + "resolution_status", + "modified", + ] + ) + if target_corpus_id is not None: + mention = ref.source_annotation + mention.link_url = f"/corpus/{target_corpus_id}/document/{target.id}" + mention.save(update_fields=["link_url", "modified"]) + linked += 1 + return {"corpus_id": corpus.id, "law_references_linked": linked} diff --git a/opencontractserver/enrichment/writer.py b/opencontractserver/enrichment/writer.py new file mode 100644 index 000000000..ee25dde26 --- /dev/null +++ b/opencontractserver/enrichment/writer.py @@ -0,0 +1,195 @@ +"""Persist resolved references as annotations / relationships / CorpusReferences. + +All writes for one run happen inside a single transaction under one ``Analysis`` +(provenance). Creation is idempotent: re-running enriches only newly-found +references (mentions are deduped by (document, span, label); ``CorpusReference`` +rows by their unique (source_annotation, reference_type, canonical_key) guard). +""" + +from __future__ import annotations + +import logging +from dataclasses import dataclass + +from django.db import transaction + +from opencontractserver.annotations.models import ( + RELATIONSHIP_LABEL, + SPAN_LABEL, + Annotation, + CorpusReference, + Relationship, +) +from opencontractserver.documents.models import DocumentRelationship +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.resolver import Resolution + +logger = logging.getLogger(__name__) + + +@dataclass +class WriteResult: + annotations_created: int = 0 + relationships_created: int = 0 + references_created: int = 0 + document_relationships_created: int = 0 + annotation_ids: list[int] = None # type: ignore[assignment] + reference_ids: list[int] = None # type: ignore[assignment] + + def __post_init__(self): + if self.annotation_ids is None: + self.annotation_ids = [] + if self.reference_ids is None: + self.reference_ids = [] + + +class EnrichmentWriter: + """Turn :class:`Resolution` objects into durable rows.""" + + def __init__(self, corpus, creator_id: int, analysis=None) -> None: + self.corpus = corpus + self.creator_id = creator_id + self.analysis = analysis + self._label_cache: dict[tuple[str, str], object] = {} + + def _label(self, text: str, label_type: str): + key = (text, label_type) + if key not in self._label_cache: + self._label_cache[key] = self.corpus.ensure_label_and_labelset( + label_text=text, creator_id=self.creator_id, label_type=label_type + ) + return self._label_cache[key] + + def _get_or_create_mention(self, res: Resolution) -> tuple[Annotation, bool]: + cand = res.candidate + label = self._label(C.LABEL_FOR_TYPE[res.reference_type], SPAN_LABEL) + json_pos = {"start": cand.start, "end": cand.end} + # Dedup by (document, label, span START): the span END can legitimately + # move when the alias registry grows (a longer authority alias wins + # longest-first matching), and that must not duplicate the mention. + existing = Annotation.objects.filter( + document_id=res.source_document_id, + corpus=self.corpus, + annotation_label=label, + json__start=cand.start, + ).first() + if existing is not None: + return existing, False + + data = dict(cand.normalized_data) + if res.canonical_key: + data["canonical_key"] = res.canonical_key + link_url = None + if res.target_document_id: + link_url = f"/corpus/{self.corpus.id}/document/{res.target_document_id}" + + ann = Annotation( + raw_text=cand.raw_text, + page=1, + json=json_pos, + annotation_label=label, + document_id=res.source_document_id, + corpus=self.corpus, + creator_id=self.creator_id, + annotation_type=SPAN_LABEL, + structural=False, + data=data or None, + link_url=link_url, + analysis=self.analysis, + ) + ann.save() + return ann, True + + def write(self, resolutions: list[Resolution]) -> WriteResult: + result = WriteResult() + rel_label = self._label(C.LABEL_RELATIONSHIP, RELATIONSHIP_LABEL) + + with transaction.atomic(): + for res in resolutions: + mention, created = self._get_or_create_mention(res) + if created: + result.annotations_created += 1 + result.annotation_ids.append(mention.pk) + + # Within-document section link -> Relationship. + if ( + res.reference_type == C.REF_SECTION + and res.target_annotation_id is not None + ): + self._ensure_section_relationship(mention, res, rel_label, result) + continue + + # Everything else with a cross-boundary/external nature -> + # CorpusReference. (Offset-only section refs also land here so + # the resolved target offset is recorded.) + self._ensure_corpus_reference(mention, res, result) + + # Resolved doc->doc refs additionally roll up to a document- + # level edge: DocumentRelationship is what the corpus document + # graph renders (documents = nodes, relationships = edges). + if ( + res.reference_type == C.REF_DOCUMENT + and res.target_document_id is not None + ): + self._ensure_document_relationship(res, rel_label, result) + + return result + + def _ensure_document_relationship(self, res, rel_label, result): + _, created = DocumentRelationship.objects.get_or_create( + source_document_id=res.source_document_id, + target_document_id=res.target_document_id, + annotation_label=rel_label, + relationship_type=C.DOC_REL_RELATIONSHIP, + defaults={ + "corpus": self.corpus, + "creator_id": self.creator_id, + "data": {"analysis_id": self.analysis.id if self.analysis else None}, + }, + ) + if created: + result.document_relationships_created += 1 + + def _ensure_section_relationship(self, mention, res, rel_label, result): + already = Relationship.objects.filter( + relationship_label=rel_label, + document_id=res.source_document_id, + corpus=self.corpus, + source_annotations=mention, + target_annotations__id=res.target_annotation_id, + ).exists() + if already: + return + rel = Relationship.objects.create( + relationship_label=rel_label, + document_id=res.source_document_id, + corpus=self.corpus, + creator_id=self.creator_id, + analysis=self.analysis, + ) + rel.source_annotations.set([mention]) + rel.target_annotations.set([res.target_annotation_id]) + result.relationships_created += 1 + + def _ensure_corpus_reference(self, mention, res, result): + normalized = dict(res.normalized_data) + if res.target_offset is not None: + normalized["target_offset"] = res.target_offset + ref, created = CorpusReference.objects.get_or_create( + source_annotation=mention, + reference_type=res.reference_type, + canonical_key=res.canonical_key, + defaults={ + "corpus": self.corpus, + "target_annotation_id": res.target_annotation_id, + "target_document_id": res.target_document_id, + "resolution_status": res.resolution_status, + "confidence": res.confidence, + "normalized_data": normalized or None, + "created_by_analysis": self.analysis, + "creator_id": self.creator_id, + }, + ) + if created: + result.references_created += 1 + result.reference_ids.append(ref.pk) diff --git a/opencontractserver/llms/tools/core_tools/__init__.py b/opencontractserver/llms/tools/core_tools/__init__.py index 1d74064a0..327a5ffca 100644 --- a/opencontractserver/llms/tools/core_tools/__init__.py +++ b/opencontractserver/llms/tools/core_tools/__init__.py @@ -37,6 +37,12 @@ aread_corpus_caml_article, ) from .corpus_branding import aregenerate_corpus_icon # noqa: F401 +from .corpus_references import ( # noqa: F401 + aapply_corpus_reference_enrichment, + apply_corpus_reference_enrichment, + ascan_corpus_references, + scan_corpus_references, +) from .descriptions import ( # noqa: F401 aget_corpus_description, aget_document_description, @@ -191,6 +197,10 @@ "AnnotationItem", "aadd_annotations_from_exact_strings", "add_annotations_from_exact_strings", + "ascan_corpus_references", + "scan_corpus_references", + "aapply_corpus_reference_enrichment", + "apply_corpus_reference_enrichment", "aduplicate_annotations_with_label", "duplicate_annotations_with_label", # CAML article review (Readme.CAML) diff --git a/opencontractserver/llms/tools/core_tools/corpus_references.py b/opencontractserver/llms/tools/core_tools/corpus_references.py new file mode 100644 index 000000000..6966dd673 --- /dev/null +++ b/opencontractserver/llms/tools/core_tools/corpus_references.py @@ -0,0 +1,74 @@ +"""Agent tools for corpus reference enrichment. + +Two-phase, CAML-style: ``scan`` (read-only inventory) then +``apply`` (approval-gated write). ``corpus_id`` and ``creator_id`` are injected +from the agent context and hidden from the LLM. +""" + +from __future__ import annotations + +from ._helpers import _db_sync_to_async + + +def scan_corpus_references( + *, + corpus_id: int, + creator_id: int, + types: list[str] | None = None, + sample_n: int = 10, +) -> dict: + """Inventory explicit references in a corpus WITHOUT writing anything. + + Detects law citations (e.g. "Section 145 of the Delaware General Corporation + Law"), document/exhibit references, and internal section references, then + reports counts by type and sample resolved/unresolved candidates so the user + can review before applying enrichment. + """ + from opencontractserver.enrichment.service import EnrichmentService + + return EnrichmentService().scan( + corpus_id=corpus_id, creator_id=creator_id, types=types, sample_n=sample_n + ) + + +def apply_corpus_reference_enrichment( + *, + corpus_id: int, + creator_id: int, + types: list[str] | None = None, +) -> dict: + """Create reference annotations, relationships, and cross-references. + + Annotates every detected reference, links internal section references via + relationships, resolves document/exhibit references to in-app links, and + records law citations as cross-corpus-trackable stubs. Idempotent: + re-running enriches only newly-found references. + """ + from opencontractserver.enrichment.service import EnrichmentService + + return EnrichmentService().apply( + corpus_id=corpus_id, creator_id=creator_id, types=types + ) + + +async def ascan_corpus_references( + *, + corpus_id: int, + creator_id: int, + types: list[str] | None = None, + sample_n: int = 10, +) -> dict: + return await _db_sync_to_async(scan_corpus_references)( + corpus_id=corpus_id, creator_id=creator_id, types=types, sample_n=sample_n + ) + + +async def aapply_corpus_reference_enrichment( + *, + corpus_id: int, + creator_id: int, + types: list[str] | None = None, +) -> dict: + return await _db_sync_to_async(apply_corpus_reference_enrichment)( + corpus_id=corpus_id, creator_id=creator_id, types=types + ) diff --git a/opencontractserver/llms/tools/tool_registry.py b/opencontractserver/llms/tools/tool_registry.py index 7c2bbd276..20b2d07d1 100644 --- a/opencontractserver/llms/tools/tool_registry.py +++ b/opencontractserver/llms/tools/tool_registry.py @@ -366,6 +366,36 @@ def to_dict(self) -> dict: # ------------------------------------------------------------------------- # CORPUS TOOLS # ------------------------------------------------------------------------- + ToolDefinition( + name="scan_corpus_references", + description=( + "Inventory explicit references across the corpus (law citations such " + "as 'Section 145 of the Delaware General Corporation Law', " + "document/exhibit references, and internal section references) " + "WITHOUT writing anything. Returns counts by type and sample " + "resolved/unresolved candidates. Use before applying enrichment." + ), + category=ToolCategory.CORPUS, + requires_corpus=True, + parameters=( + ("types", "Optional list of reference types to scan", False), + ("sample_n", "Number of sample candidates to return", False), + ), + ), + ToolDefinition( + name="apply_corpus_reference_enrichment", + description=( + "Crawl the corpus and create reference annotations, relationships, " + "and cross-references for every explicit reference found (law " + "citations, document/exhibit links, internal section links). " + "Idempotent: re-running enriches only newly-found references." + ), + category=ToolCategory.CORPUS, + requires_corpus=True, + requires_approval=True, + requires_write_permission=True, + parameters=(("types", "Optional list of reference types to enrich", False),), + ), ToolDefinition( name="get_corpus_description", description="Retrieve the latest markdown description for this corpus.", @@ -1313,6 +1343,7 @@ def _populate(self) -> None: aadd_annotations_from_exact_strings, aadd_document_note, aapply_caml_article_edit, + aapply_corpus_reference_enrichment, acreate_document_index, acreate_markdown_link, acreate_or_update_text_document, @@ -1339,6 +1370,7 @@ def _populate(self) -> None: aregenerate_corpus_icon, arename_document, ascan_and_annotate_pii, + ascan_corpus_references, asearch_corpus_documents, asearch_document_notes, asearch_exact_text_as_sources, @@ -1410,6 +1442,11 @@ def _populate(self) -> None: (), ), "scan_and_annotate_pii": (ascan_and_annotate_pii, ()), + "scan_corpus_references": (ascan_corpus_references, ()), + "apply_corpus_reference_enrichment": ( + aapply_corpus_reference_enrichment, + (), + ), "create_document_index": (acreate_document_index, ()), # Corpus tools "get_corpus_description": (aget_corpus_description, ()), diff --git a/opencontractserver/shared/decorators.py b/opencontractserver/shared/decorators.py index 97b55c4c0..b42c6e722 100644 --- a/opencontractserver/shared/decorators.py +++ b/opencontractserver/shared/decorators.py @@ -11,6 +11,7 @@ from celery.exceptions import Retry from django.core.exceptions import ObjectDoesNotExist from django.db import close_old_connections, transaction +from django.utils import timezone from plasmapdf.models.PdfDataLayer import build_translation_layer from opencontractserver.analyzer.models import Analysis @@ -18,7 +19,7 @@ from opencontractserver.corpuses.models import Corpus from opencontractserver.documents.models import Document, DocumentAnalysisRow from opencontractserver.types.dicts import TextSpan -from opencontractserver.types.enums import LabelType +from opencontractserver.types.enums import JobStatus, LabelType from opencontractserver.utils.compact_pawls import expand_pawls_pages from opencontractserver.utils.etl import is_dict_instance_of_typed_dict @@ -359,6 +360,99 @@ def wrapper(self: Any, *args: Any, **kwargs: Any) -> Any: return decorator +def corpus_analyzer_task( + max_retries: Union[int, None] = None, + input_schema: dict[str, Any] | None = None, +) -> Callable[[Callable[..., Any]], Callable[..., Any]]: + """ + Decorator for Celery tasks that analyze a whole corpus in ONE run. + + The corpus-scoped sibling of :func:`doc_analyzer_task`. Where the doc + framework fans out per document and persists span annotations from the + return value, a corpus analyzer needs corpus-wide context (cross-document + indexes, cross-corpus resolution) and owns its own writes — annotations, + relationships, ``CorpusReference`` rows, whatever the job produces. The + framework provides identity, lifecycle, and surfacing: the task syncs to + an ``Analyzer`` row at startup, runs via ``run_task_name_analyzer`` / + ``CorpusAction`` like any task-based analyzer, and this wrapper manages + the ``Analysis`` lifecycle (RUNNING/COMPLETED/FAILED, timestamps, + ``result_message`` / ``error_message``). + + The wrapped function is called with keyword arguments ``corpus_id`` and + ``analysis_id`` (plus any ``analysis_input_data`` passthrough kwargs) and + must return a JSON-serializable ``dict`` of result counts/details, which + is stored on ``Analysis.result_message``. + + :param max_retries: Optional maximum number of retries for the Celery task. + :param input_schema: Optional dictionary defining input schema for the task. + :return: The decorator function. + """ + + def decorator(func: Callable[..., Any]) -> Callable[..., Any]: + @shared_task(bind=True, max_retries=max_retries) + @wraps(func) + def wrapper(self: Any, *args: Any, **kwargs: Any) -> Any: + analysis_id = kwargs.get("analysis_id") + if not analysis_id: + raise ValueError("analysis_id is required for corpus_analyzer_task") + + try: + analysis = Analysis.objects.get(id=analysis_id) + except ObjectDoesNotExist: + raise ValueError(f"Analysis with id {analysis_id} does not exist") + + corpus_id = kwargs.get("corpus_id") or analysis.analyzed_corpus_id + if not corpus_id: + raise ValueError( + "corpus_analyzer_task requires a corpus: pass corpus_id or " + "link the Analysis to a corpus" + ) + if not Corpus.objects.filter(id=corpus_id).exists(): + raise ValueError(f"Corpus with id {corpus_id} does not exist") + kwargs["corpus_id"] = corpus_id + + analysis.status = JobStatus.RUNNING.value + analysis.analysis_started = timezone.now() + analysis.save() + + try: + result = func(*args, **kwargs) + + if not isinstance(result, dict): + raise ValueError( + "corpus_analyzer_task functions must return a dict of " + "result counts/details" + ) + + analysis.status = JobStatus.COMPLETED.value + analysis.analysis_completed = timezone.now() + analysis.error_message = None + analysis.result_message = json.dumps(result, default=str) + analysis.save() + return result + + except Exception as e: + logger.error( + f"corpus_analyzer_task {func.__name__} failed for analysis " + f"{analysis_id}: {e}\n{traceback.format_exc()}" + ) + analysis.status = JobStatus.FAILED.value + analysis.analysis_completed = timezone.now() + analysis.error_message = str(e) + analysis.result_message = None + analysis.save() + raise + + # Identify tasks decorated by this wrapper + wrapper.is_corpus_analyzer_task = True + # Attach the input schema for runtime retrieval + wrapper._oc_corpus_analyzer_input_schema = input_schema + + return wrapper + + return decorator + + def async_doc_analyzer_task( max_retries: Union[int, None] = None, input_schema: dict[str, Any] | None = None, diff --git a/opencontractserver/tasks/__init__.py b/opencontractserver/tasks/__init__.py index 98bad0d65..a1f407f21 100644 --- a/opencontractserver/tasks/__init__.py +++ b/opencontractserver/tasks/__init__.py @@ -4,6 +4,7 @@ cleanup_orphaned_document_blobs_task, delete_analysis_and_annotations_task, ) +from .corpus_analysis_tasks import corpus_reference_enrichment from .corpus_tasks import * # noqa: F403, F401 from .data_extract_tasks import * # noqa: F403, F401 from .doc_analysis_tasks import * # noqa: F403, F401 @@ -33,6 +34,7 @@ # by default search tasks in package.tasks __all__ = [ + "corpus_reference_enrichment", "run_extract", "package_annotated_docs", "burn_doc_annotations", diff --git a/opencontractserver/tasks/corpus_analysis_tasks.py b/opencontractserver/tasks/corpus_analysis_tasks.py new file mode 100644 index 000000000..d825cf057 --- /dev/null +++ b/opencontractserver/tasks/corpus_analysis_tasks.py @@ -0,0 +1,60 @@ +"""Corpus-scoped analyzer tasks (@corpus_analyzer_task). + +These run ONCE per Analysis with the whole corpus in scope, own their writes, +and are surfaced through the analyzer framework (auto-synced Analyzer rows, +run_task_name_analyzer dispatch, CorpusAction triggers). +""" + +import logging + +from opencontractserver.shared.decorators import corpus_analyzer_task + +logger = logging.getLogger(__name__) + + +@corpus_analyzer_task( + input_schema={ + "type": "object", + "properties": { + "types": { + "type": "array", + "items": { + "type": "string", + "enum": ["LAW", "DOCUMENT", "SECTION", "DEFINED_TERM"], + }, + "description": ( + "Reference types to enrich. Defaults to LAW, DOCUMENT and " + "SECTION; DEFINED_TERM is opt-in (precision/volume)." + ), + } + }, + } +) +def corpus_reference_enrichment( + *args, + corpus_id: int, + analysis_id: int, + types: list[str] | None = None, + **kwargs, +) -> dict: + """Crawl the corpus and persist its reference web. + + Detects explicit references (law citations, document/exhibit references, + internal section references; defined terms opt-in), annotates every + mention, links section references via relationships, rolls resolved + document references up to document-graph edges, records law citations as + canonical-key cross-references, and resolves them against visible + authority corpora. Idempotent: re-running enriches only newly-found + references. + """ + from opencontractserver.analyzer.models import Analysis + from opencontractserver.enrichment.service import EnrichmentService + + analysis = Analysis.objects.get(id=analysis_id) + assert analysis.creator_id is not None # non-null FK; narrows for mypy + return EnrichmentService().apply( + corpus_id=corpus_id, + creator_id=analysis.creator_id, + types=types, + analysis=analysis, + ) diff --git a/opencontractserver/tasks/corpus_tasks.py b/opencontractserver/tasks/corpus_tasks.py index e8030ae21..08eab1352 100644 --- a/opencontractserver/tasks/corpus_tasks.py +++ b/opencontractserver/tasks/corpus_tasks.py @@ -35,6 +35,7 @@ from opencontractserver.types.enums import PermissionTypes from opencontractserver.utils.analysis import create_and_setup_analysis from opencontractserver.utils.celery_tasks import ( + get_corpus_analyzer_task_by_name, get_doc_analyzer_task_by_name, get_task_by_name, ) @@ -58,6 +59,31 @@ def run_task_name_analyzer( analyzer = analysis.analyzer task_name = analyzer.task_name + + # Corpus-scoped analyzers run ONCE per analysis (no per-doc fan-out); + # the @corpus_analyzer_task wrapper owns the Analysis lifecycle. + corpus_task_func = get_corpus_analyzer_task_by_name(task_name) + if corpus_task_func is not None: + if analysis.analyzed_corpus is None: + raise ValueError( + f"Corpus analyzer {task_name} requires the Analysis to be " + "linked to a corpus" + ) + if document_ids: + logger.warning( + f"Corpus analyzer {task_name} operates corpus-wide; ignoring " + f"document_ids subset ({len(document_ids)} ids)" + ) + corpus_id = analysis.analyzed_corpus.id + transaction.on_commit( + lambda: corpus_task_func.si( # type: ignore[attr-defined] + analysis_id=analysis.id, + corpus_id=corpus_id, + **(analysis_input_data if analysis_input_data else {}), + ).apply_async() + ) + return + task_func = get_doc_analyzer_task_by_name(task_name) if task_func is None: diff --git a/opencontractserver/tests/test_analyzer_app_coverage.py b/opencontractserver/tests/test_analyzer_app_coverage.py index aa5e6a788..923a4487a 100644 --- a/opencontractserver/tests/test_analyzer_app_coverage.py +++ b/opencontractserver/tests/test_analyzer_app_coverage.py @@ -224,12 +224,18 @@ def test_swallows_runtime_errors_silently(self) -> None: self.assertEqual(warnings, []) def test_skips_non_doc_analyzer_tasks(self) -> None: + # A plain task carries neither analyzer marker. Set both markers + # explicitly: bare MagicMock attributes are truthy, which would + # misclassify the task as a (corpus) analyzer. + regular_task = MagicMock( + is_doc_analyzer_task=False, is_corpus_analyzer_task=False + ) with patch( "opencontractserver.utils.celery_tasks.celery_app" ) as mock_celery, patch( "opencontractserver.utils.celery_tasks.get_doc_analyzer_task_by_name" ) as mock_get: - mock_celery.tasks = {"some.regular.task": MagicMock()} + mock_celery.tasks = {"some.regular.task": regular_task} # Not a doc_analyzer_task → helper returns None mock_get.return_value = None @@ -412,7 +418,7 @@ def test_returns_none_for_unknown_gremlin_id(self) -> None: class AutoCreateDocAnalyzersEdgeCases(TestCase): def test_no_users_returns_early(self) -> None: - # Patch celery_app and the get_doc_analyzer_task_by_name so the + # Patch celery_app and the get_analyzer_task_by_name so the # iteration body is exercised; UserModel.objects.first() returns # None to trigger the early-return path. fake_task = MagicMock() @@ -423,7 +429,7 @@ def test_no_users_returns_early(self) -> None: with patch( "opencontractserver.analyzer.utils.celery_app" ) as mock_celery, patch( - "opencontractserver.analyzer.utils.get_doc_analyzer_task_by_name", + "opencontractserver.analyzer.utils.get_analyzer_task_by_name", return_value=fake_task, ), self.assertLogs( "opencontractserver.analyzer.utils", level="WARNING" @@ -447,7 +453,7 @@ def test_celery_app_unavailable_short_circuits(self) -> None: auto_create_doc_analyzers( AnalyzerModel=MagicMock(), UserModel=MagicMock() ) - self.assertTrue(any("Celery or doc_analyzer_task" in m for m in cm.output)) + self.assertTrue(any("Celery or analyzer task" in m for m in cm.output)) def test_update_existing_false_skips_update(self) -> None: fake_task = MagicMock() @@ -458,7 +464,7 @@ def test_update_existing_false_skips_update(self) -> None: with patch( "opencontractserver.analyzer.utils.celery_app" ) as mock_celery, patch( - "opencontractserver.analyzer.utils.get_doc_analyzer_task_by_name", + "opencontractserver.analyzer.utils.get_analyzer_task_by_name", return_value=fake_task, ): mock_celery.tasks = {"some.task": fake_task} diff --git a/opencontractserver/tests/test_enrichment_analyzer_integration.py b/opencontractserver/tests/test_enrichment_analyzer_integration.py new file mode 100644 index 000000000..e53f04a36 --- /dev/null +++ b/opencontractserver/tests/test_enrichment_analyzer_integration.py @@ -0,0 +1,137 @@ +"""Tests for the @corpus_analyzer_task decorator and the enrichment adapter. + +Covers: marker/lookup helpers, Analysis lifecycle management by the wrapper, +auto-sync of the adapter into an Analyzer row, and the run_task_name_analyzer +corpus-scoped dispatch branch. +""" + +from unittest.mock import patch + +from django.contrib.auth import get_user_model +from django.core.files.base import ContentFile +from django.test import TestCase + +from opencontractserver.analyzer.models import Analysis, Analyzer +from opencontractserver.analyzer.utils import auto_create_doc_analyzers +from opencontractserver.annotations.models import CorpusReference +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document +from opencontractserver.enrichment import constants as C +from opencontractserver.tasks.corpus_analysis_tasks import corpus_reference_enrichment +from opencontractserver.types.enums import JobStatus +from opencontractserver.utils.celery_tasks import ( + get_analyzer_task_by_name, + get_corpus_analyzer_task_by_name, + get_doc_analyzer_task_by_name, +) + +User = get_user_model() + +S1_TEXT = ( + "We are governed by Section 203 of the Delaware General Corporation Law. " + "The underwriting agreement is filed as Exhibit 1.1 hereto." +) + + +def _make_corpus(user): + corpus = Corpus.objects.create(title="S-1 Corpus", creator=user) + doc = Document.objects.create(title="Acme S-1 primary", creator=user) + doc.txt_extract_file.save("s1.txt", ContentFile(S1_TEXT.encode("utf-8"))) + corpus.add_document(document=doc, user=user) + return corpus + + +def _make_analysis(user, corpus): + analyzer, _ = Analyzer.objects.get_or_create( + id=C.ENRICHMENT_ANALYZER_ID, + defaults={ + "task_name": C.ENRICHMENT_ANALYZER_TASK, + "description": C.ENRICHMENT_ANALYZER_TITLE, + "creator": user, + }, + ) + return Analysis.objects.create( + analyzer=analyzer, analyzed_corpus=corpus, creator=user + ) + + +class CorpusAnalyzerTaskTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.corpus = _make_corpus(self.user) + + def test_adapter_is_registered_as_corpus_analyzer(self): + task = get_corpus_analyzer_task_by_name(C.ENRICHMENT_ANALYZER_TASK) + assert task is not None + assert getattr(task, "is_corpus_analyzer_task", False) is True + # ... and is NOT a doc analyzer (dispatch must take the corpus branch). + assert get_doc_analyzer_task_by_name(C.ENRICHMENT_ANALYZER_TASK) is None + assert get_analyzer_task_by_name(C.ENRICHMENT_ANALYZER_TASK) is task + + def test_adapter_runs_enrichment_and_completes_analysis(self): + analysis = _make_analysis(self.user, self.corpus) + result = corpus_reference_enrichment( + corpus_id=self.corpus.id, analysis_id=analysis.id + ) + + assert result["references_created"] > 0 + assert CorpusReference.objects.filter(corpus=self.corpus).exists() + # The run attached to the framework Analysis, not a second one. + ref = CorpusReference.objects.filter(corpus=self.corpus).first() + assert ref is not None + assert ref.created_by_analysis_id == analysis.id + assert Analysis.objects.count() == 1 + + analysis.refresh_from_db() + assert analysis.status == JobStatus.COMPLETED.value + assert analysis.analysis_started is not None + assert analysis.analysis_completed is not None + assert "references_created" in (analysis.result_message or "") + + def test_failure_marks_analysis_failed(self): + analysis = _make_analysis(self.user, self.corpus) + bad_corpus_id = self.corpus.id + 9999 + with self.assertRaises(ValueError): + corpus_reference_enrichment( + corpus_id=bad_corpus_id, analysis_id=analysis.id + ) + analysis.refresh_from_db() + # Corpus existence fails before RUNNING; analysis stays untouched. + assert analysis.status != JobStatus.COMPLETED.value + + def test_failure_inside_function_records_error(self): + analysis = _make_analysis(self.user, self.corpus) + with patch( + "opencontractserver.enrichment.service.EnrichmentService.apply", + side_effect=RuntimeError("boom"), + ): + with self.assertRaises(RuntimeError): + corpus_reference_enrichment( + corpus_id=self.corpus.id, analysis_id=analysis.id + ) + + analysis.refresh_from_db() + assert analysis.status == JobStatus.FAILED.value + assert "boom" in (analysis.error_message or "") + + def test_auto_sync_recognizes_adapter_without_duplicating(self): + # Service-created row exists (friendly id, real task_name)... + _make_analysis(self.user, self.corpus) + before = Analyzer.objects.filter(task_name=C.ENRICHMENT_ANALYZER_TASK).count() + assert before == 1 + + auto_create_doc_analyzers(AnalyzerModel=Analyzer, UserModel=User) + + # ...and sync does not create a duplicate for the same task. + assert ( + Analyzer.objects.filter(task_name=C.ENRICHMENT_ANALYZER_TASK).count() == 1 + ) + + def test_auto_sync_creates_analyzer_row_when_absent(self): + assert not Analyzer.objects.filter( + task_name=C.ENRICHMENT_ANALYZER_TASK + ).exists() + auto_create_doc_analyzers(AnalyzerModel=Analyzer, UserModel=User) + row = Analyzer.objects.get(task_name=C.ENRICHMENT_ANALYZER_TASK) + assert row.id == C.ENRICHMENT_ANALYZER_TASK + assert "reference web" in (row.description or "").lower() diff --git a/opencontractserver/tests/test_enrichment_authorities.py b/opencontractserver/tests/test_enrichment_authorities.py new file mode 100644 index 000000000..3429d51a3 --- /dev/null +++ b/opencontractserver/tests/test_enrichment_authorities.py @@ -0,0 +1,211 @@ +"""Tests for the authority corpus bootstrapper (statute reference targets).""" + +from django.contrib.auth import get_user_model +from django.core.files.base import ContentFile +from django.test import TestCase + +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document +from opencontractserver.enrichment.authorities import ( + AuthorityCorpusBootstrapper, + AuthoritySection, + authority_alias_registry, + candidate_keys, + find_authority_target, +) +from opencontractserver.utils.files import read_field_file_text + +User = get_user_model() + +DGCL_145_TEXT = ( + "(a) A corporation shall have power to indemnify any person who was or is " + "a party to any action by reason of the fact that the person is or was a " + "director, officer, employee or agent of the corporation." +) +DGCL_122_TEXT = ( + "Every corporation created under this chapter shall have power to ... " + "(17) renounce, in its certificate of incorporation or by action of its " + "board of directors, any interest in specified business opportunities." +) + + +def _bootstrap(user, sections): + return AuthorityCorpusBootstrapper().bootstrap( + creator_id=user.id, + corpus_title="Delaware General Corporation Law", + sections=sections, + ) + + +class AuthorityBootstrapTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.sections = [ + AuthoritySection( + key="dgcl:145", + heading="DGCL § 145 — Indemnification of officers and directors", + text=DGCL_145_TEXT, + source_url="https://delcode.delaware.gov/title8/c001/sc04/#145", + ), + AuthoritySection( + key="dgcl:122", + heading="DGCL § 122 — Specific powers", + text=DGCL_122_TEXT, + ), + ] + + def test_bootstrap_creates_corpus_and_keyed_documents(self): + out = _bootstrap(self.user, self.sections) + assert out["corpus_created"] is True + assert out["documents_created"] == 2 + + doc = Document.objects.get(custom_meta__canonical_key="dgcl:145") + assert doc.custom_meta["authority"] == "dgcl" + assert doc.custom_meta["source_url"].endswith("#145") + assert read_field_file_text(doc.txt_extract_file) == DGCL_145_TEXT + corpus = Corpus.objects.get(pk=out["corpus_id"]) + assert corpus.title == "Delaware General Corporation Law" + + def test_bootstrap_is_idempotent(self): + _bootstrap(self.user, self.sections) + doc_count = Document.objects.count() + + out = _bootstrap(self.user, self.sections) + assert out["corpus_created"] is False + assert out["documents_created"] == 0 + assert out["documents_updated"] == 0 + assert out["documents_skipped"] == 2 + assert Document.objects.count() == doc_count + + def test_bootstrap_restamps_clobbered_custom_meta(self): + """A concurrent pipeline save can wipe custom_meta; re-run must heal it. + + The document is still recognised by title, restamped in place — no new + document or version is created. + """ + _bootstrap(self.user, self.sections) + doc = Document.objects.get(custom_meta__canonical_key="dgcl:145") + doc.custom_meta = {} + doc.save(update_fields=["custom_meta"]) + doc_count = Document.objects.count() + + out = _bootstrap(self.user, self.sections) + assert out["documents_restamped"] == 1 + assert out["documents_created"] == 0 + assert out["documents_updated"] == 0 + assert Document.objects.count() == doc_count + doc.refresh_from_db() + assert doc.custom_meta["canonical_key"] == "dgcl:145" + + def test_bootstrap_versions_up_changed_text(self): + _bootstrap(self.user, self.sections) + amended = DGCL_145_TEXT + " [As amended.]" + out = _bootstrap( + self.user, + [ + AuthoritySection( + key="dgcl:145", + heading="DGCL § 145 — Indemnification of officers and directors", + text=amended, + ) + ], + ) + assert out["documents_updated"] == 1 + assert out["documents_created"] == 0 + + user_target = find_authority_target("dgcl:145", self.user) + assert user_target is not None + assert read_field_file_text(user_target.txt_extract_file) == amended + + +class AuthorityAliasRegistryTests(TestCase): + """Adding a body of law = bootstrapping a corpus with aliases — no code.""" + + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + AuthorityCorpusBootstrapper().bootstrap( + creator_id=self.user.id, + corpus_title="New York Business Corporation Law", + aliases=["New York Business Corporation Law", "NYBCL"], + sections=[ + AuthoritySection( + key="nybcl:912", + heading="NYBCL § 912 — Requirements relating to certain business combinations", + text="(a) Definitions... business combination with an interested shareholder.", + ) + ], + ) + + def test_registry_merges_db_aliases_with_static_defaults(self): + registry = authority_alias_registry(self.user) + assert registry["nybcl"] == "nybcl" + assert registry["new york business corporation law"] == "nybcl" + # Static defaults still present. + assert registry["dgcl"] == "dgcl" + + def test_registry_respects_visibility(self): + stranger = User.objects.create_user(username="stranger", password="p") + registry = authority_alias_registry(stranger) + assert "nybcl" not in registry + + def test_new_authority_extracted_and_linked_end_to_end(self): + """A filing citing the DB-declared authority resolves with zero code.""" + from opencontractserver.annotations.models import CorpusReference + from opencontractserver.enrichment.service import EnrichmentService + + filing_corpus = Corpus.objects.create(title="NY Filings", creator=self.user) + doc = Document.objects.create(title="Acme merger proxy", creator=self.user) + doc.txt_extract_file.save( + "proxy.txt", + ContentFile( + b"We are subject to Section 912 of the New York Business " + b"Corporation Law as an interested shareholder." + ), + ) + filing_corpus.add_document(document=doc, user=self.user) + + out = EnrichmentService().apply( + corpus_id=filing_corpus.id, creator_id=self.user.id + ) + assert out["law_references_linked"] == 1 + + ref = CorpusReference.objects.get( + corpus=filing_corpus, canonical_key="nybcl:912" + ) + assert ref.target_document is not None + assert (ref.target_document.custom_meta or {})["canonical_key"] == "nybcl:912" + + +class FindAuthorityTargetTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + _bootstrap( + self.user, + [ + AuthoritySection( + key="dgcl:122", heading="DGCL § 122", text=DGCL_122_TEXT + ) + ], + ) + + def test_candidate_keys_fall_back_to_section_root(self): + assert candidate_keys("dgcl:122(17)") == ["dgcl:122(17)", "dgcl:122"] + assert candidate_keys("securities-act:7(a)(2)(b)") == [ + "securities-act:7(a)(2)(b)", + "securities-act:7", + ] + assert candidate_keys("dgcl:145") == ["dgcl:145"] + + def test_exact_and_subsection_keys_resolve(self): + exact = find_authority_target("dgcl:122", self.user) + sub = find_authority_target("dgcl:122(17)", self.user) + assert exact is not None + assert sub is not None + assert exact.id == sub.id + + def test_unknown_key_returns_none(self): + assert find_authority_target("dgcl:999", self.user) is None + + def test_visibility_respected(self): + stranger = User.objects.create_user(username="stranger", password="p") + assert find_authority_target("dgcl:122", stranger) is None diff --git a/opencontractserver/tests/test_enrichment_extractor.py b/opencontractserver/tests/test_enrichment_extractor.py new file mode 100644 index 000000000..912cf3a39 --- /dev/null +++ b/opencontractserver/tests/test_enrichment_extractor.py @@ -0,0 +1,154 @@ +"""Unit tests for the deterministic ReferenceExtractor (no DB).""" + +from django.test import SimpleTestCase + +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.extractor import ReferenceExtractor + + +class ReferenceExtractorTests(SimpleTestCase): + def setUp(self) -> None: + self.extractor = ReferenceExtractor() + + def test_law_dgcl_section(self): + text = ( + "...indemnification under Section 145 of the Delaware General " + "Corporation Law, our amended and restated certificate..." + ) + cands = self.extractor.extract(text) + law = [c for c in cands if c.reference_type == C.REF_LAW] + assert any(c.canonical_key == "dgcl:145" for c in law), [ + c.canonical_key for c in law + ] + hit = next(c for c in law if c.canonical_key == "dgcl:145") + assert text[hit.start : hit.end].lower().startswith("section 145") + assert hit.normalized_data["authority"] == "dgcl" + assert hit.normalized_data["section"] == "145" + + def test_law_securities_act_subsection(self): + text = "exempt pursuant to Section 4(a)(2) of the Securities Act and Rule 506." + cands = self.extractor.extract(text) + assert any(c.canonical_key == "securities-act:4(a)(2)" for c in cands), [ + c.canonical_key for c in cands + ] + + def test_law_section_203_dgcl(self): + text = "We are subject to Section 203 of the Delaware General Corporation Law." + cands = self.extractor.extract(text) + assert any(c.canonical_key == "dgcl:203" for c in cands) + + def test_prefix_form_law_citation(self): + """Form D style: authority name BEFORE the section number.""" + text = ( + "Securities Act Section 4(a)(5) and Investment Company Act " + "Section 3(c)(1) apply to this offering." + ) + cands = self.extractor.extract(text) + keys = {c.canonical_key for c in cands if c.reference_type == C.REF_LAW} + assert "securities-act:4(a)(5)" in keys, keys + assert "ica:3(c)(1)" in keys, keys + + def test_prefix_and_suffix_forms_do_not_double_count(self): + text = "Section 145 of the Delaware General Corporation Law applies." + cands = self.extractor.extract(text) + law = [c for c in cands if c.reference_type == C.REF_LAW] + assert len(law) == 1 + + def test_sec_rule_citation(self): + """Bare SEC rule citations: Rule 506(b), Rule 504(b)(1), Rule 10b-5.""" + text = ( + "The offering relies on Rule 506(b) of Regulation D; resales may " + "use Rule 144A, and liability arises under Rule 10b-5." + ) + cands = self.extractor.extract(text) + keys = {c.canonical_key for c in cands if c.reference_type == C.REF_LAW} + assert "sec-rule:506(b)" in keys, keys + assert "sec-rule:144a" in keys, keys + assert "sec-rule:10b-5" in keys, keys + + def test_relative_law_citation_with_authority_context(self): + """Statute-internal idiom: '§ 251 of this title' keyed via the + document's own authority (passed by the caller from custom_meta).""" + text = ( + "Any corporation organized under § 251 of this title may merge, " + "and Section 141(b) of this title governs the board." + ) + cands = self.extractor.extract(text, default_authority="dgcl") + keys = {c.canonical_key for c in cands if c.reference_type == C.REF_LAW} + assert "dgcl:251" in keys, keys + assert "dgcl:141(b)" in keys, keys + hit = next(c for c in cands if c.canonical_key == "dgcl:251") + assert hit.normalized_data["relative"] is True + assert hit.normalized_data["authority"] == "dgcl" + + def test_relative_law_citation_skipped_without_authority(self): + """No authority context -> relative citations cannot be keyed; skip.""" + text = "Any corporation organized under § 251 of this title may merge." + cands = self.extractor.extract(text) + assert not [c for c in cands if c.reference_type == C.REF_LAW] + + def test_named_citation_not_duplicated_by_relative_grammar(self): + text = "Section 145 of the Delaware General Corporation Law applies." + cands = self.extractor.extract(text, default_authority="dgcl") + law = [c for c in cands if c.reference_type == C.REF_LAW] + assert len(law) == 1 + assert law[0].canonical_key == "dgcl:145" + assert "relative" not in law[0].normalized_data + + def test_exhibit_reference_candidate(self): + text = "The form of underwriting agreement is filed as Exhibit 1.1 hereto." + cands = self.extractor.extract(text) + docs = [c for c in cands if c.reference_type == C.REF_DOCUMENT] + assert docs and docs[0].normalized_data["exhibit_number"] == "1.1" + + def test_internal_section_reference_candidate(self): + text = 'For more information, see "Risk Factors" beginning on page 20.' + cands = self.extractor.extract(text) + secs = [c for c in cands if c.reference_type == C.REF_SECTION] + assert secs and secs[0].normalized_data["heading"] == "Risk Factors" + hit = secs[0] + assert "Risk Factors" in text[hit.start : hit.end] + + def test_defined_term_parenthetical(self): + text = 'Fervo Energy, Inc. (the "Company") is a Delaware corporation.' + cands = self.extractor.extract(text) + terms = [c for c in cands if c.reference_type == C.REF_DEFINED_TERM] + assert terms and terms[0].canonical_key == "term:company" + assert terms[0].normalized_data["term"] == "Company" + assert "Company" in text[terms[0].start : terms[0].end] + + def test_defined_term_means_clause(self): + text = '"Change of Control" means any transaction in which control passes.' + cands = self.extractor.extract(text) + terms = [c for c in cands if c.reference_type == C.REF_DEFINED_TERM] + assert any(c.canonical_key == "term:change-of-control" for c in terms) + + def test_defined_term_strips_trailing_comma_inside_quotes(self): + text = 'the senior notes (collectively, the "Notes," and together...)' + cands = self.extractor.extract(text) + terms = [c for c in cands if c.reference_type == C.REF_DEFINED_TERM] + assert any(c.canonical_key == "term:notes" for c in terms) + + def test_defined_terms_deduped_by_slug(self): + text = ( + 'Acme Inc. (the "Company"). The Company grows. ' + '"Company" means Acme Inc. as defined.' + ) + cands = self.extractor.extract(text) + company = [ + c + for c in cands + if c.reference_type == C.REF_DEFINED_TERM + and c.canonical_key == "term:company" + ] + assert len(company) == 1 # deduped across both patterns + + def test_defined_terms_not_in_default_reference_types(self): + # Opt-in: DEFINED_TERM is detected by the extractor but excluded from the + # default scan/apply set. + assert C.REF_DEFINED_TERM not in C.DEFAULT_REFERENCE_TYPES + assert C.REF_DEFINED_TERM in C.ALL_REFERENCE_TYPES + + def test_no_false_positive_on_plain_text(self): + text = "The company sells software to enterprise customers worldwide." + assert self.extractor.extract(text) == [] diff --git a/opencontractserver/tests/test_enrichment_linking.py b/opencontractserver/tests/test_enrichment_linking.py new file mode 100644 index 000000000..a24f45694 --- /dev/null +++ b/opencontractserver/tests/test_enrichment_linking.py @@ -0,0 +1,134 @@ +"""Tests for the cross-corpus resolution pass (EXTERNAL law refs -> RESOLVED).""" + +from django.contrib.auth import get_user_model +from django.core.files.base import ContentFile +from django.test import TestCase + +from opencontractserver.annotations.models import CorpusReference +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.authorities import ( + AuthorityCorpusBootstrapper, + AuthoritySection, +) +from opencontractserver.enrichment.service import EnrichmentService + +User = get_user_model() + +S1_TEXT = ( + "We are governed by Section 203 of the Delaware General Corporation Law. " + "Indemnification is provided per Section 145 of the Delaware General " + "Corporation Law. The offering relies on Section 4(a)(2) of the " + "Securities Act." +) + + +class CrossCorpusLinkingTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.corpus = Corpus.objects.create(title="S-1 Corpus", creator=self.user) + doc = Document.objects.create(title="Acme S-1 primary", creator=self.user) + doc.txt_extract_file.save("s1.txt", ContentFile(S1_TEXT.encode("utf-8"))) + self.corpus.add_document(document=doc, user=self.user) + + def _bootstrap_dgcl(self, user=None): + return AuthorityCorpusBootstrapper().bootstrap( + creator_id=(user or self.user).id, + corpus_title="Delaware General Corporation Law", + sections=[ + AuthoritySection(key="dgcl:145", heading="DGCL § 145", text="..145.."), + AuthoritySection(key="dgcl:203", heading="DGCL § 203", text="..203.."), + ], + ) + + def test_link_upgrades_external_law_refs(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + auth = self._bootstrap_dgcl() + + out = EnrichmentService().link_external_references( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["law_references_linked"] == 2 + + ref = CorpusReference.objects.get(corpus=self.corpus, canonical_key="dgcl:145") + assert ref.resolution_status == C.STATUS_RESOLVED + assert ref.target_corpus_id == auth["corpus_id"] + assert ref.target_document is not None + assert ref.source_annotation.link_url == ( + f"/corpus/{auth['corpus_id']}/document/{ref.target_document_id}" + ) + # No DGCL doc for the Securities Act citation -> still external. + sa = CorpusReference.objects.get( + corpus=self.corpus, canonical_key="securities-act:4(a)(2)" + ) + assert sa.resolution_status == C.STATUS_EXTERNAL + assert sa.target_document is None + + def test_apply_links_automatically_when_authority_exists(self): + self._bootstrap_dgcl() + out = EnrichmentService().apply( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["law_references_linked"] == 2 + + def test_link_is_idempotent(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + self._bootstrap_dgcl() + EnrichmentService().link_external_references( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + again = EnrichmentService().link_external_references( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert again["law_references_linked"] == 0 + + def test_self_referential_statute_corpus_links_internally(self): + """Enrichment ON an authority corpus: '§ X of this title' citations in + statute text resolve to sibling sections of the same corpus.""" + auth = AuthorityCorpusBootstrapper().bootstrap( + creator_id=self.user.id, + corpus_title="Delaware General Corporation Law", + sections=[ + AuthoritySection( + key="dgcl:251", + heading="DGCL § 251", + text=( + "Any 2 or more corporations may merge into a single " + "corporation. Notice shall be given as provided in " + "§ 222 of this title." + ), + ), + AuthoritySection( + key="dgcl:222", + heading="DGCL § 222", + text="Whenever stockholders are required to take action...", + ), + ], + ) + + out = EnrichmentService().apply( + corpus_id=auth["corpus_id"], creator_id=self.user.id + ) + assert out["law_references_linked"] == 1 + + ref = CorpusReference.objects.get( + corpus_id=auth["corpus_id"], canonical_key="dgcl:222" + ) + assert ref.resolution_status == C.STATUS_RESOLVED + assert ref.target_corpus_id == auth["corpus_id"] + assert ref.target_document is not None + assert (ref.target_document.custom_meta or {})["canonical_key"] == "dgcl:222" + assert (ref.normalized_data or {})["relative"] is True + + def test_link_respects_authority_visibility(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + other = User.objects.create_user(username="other", password="p") + self._bootstrap_dgcl(user=other) # private to `other` + + out = EnrichmentService().link_external_references( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["law_references_linked"] == 0 + ref = CorpusReference.objects.get(corpus=self.corpus, canonical_key="dgcl:145") + assert ref.resolution_status == C.STATUS_EXTERNAL diff --git a/opencontractserver/tests/test_enrichment_resolver.py b/opencontractserver/tests/test_enrichment_resolver.py new file mode 100644 index 000000000..efcd74b91 --- /dev/null +++ b/opencontractserver/tests/test_enrichment_resolver.py @@ -0,0 +1,90 @@ +"""Unit tests for ReferenceResolver (document-title + heading resolution).""" + +from django.contrib.auth import get_user_model +from django.test import TestCase + +from opencontractserver.documents.models import Document +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.extractor import Candidate +from opencontractserver.enrichment.resolver import ReferenceResolver, _SectionAnno + +User = get_user_model() + + +class ResolverTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="u", password="p") + self.primary = Document.objects.create(title="Primary S-1", creator=self.user) + self.exhibit = Document.objects.create( + title="Acme S-1 (2024-09-30) - Exhibit 1.1: EX-1.1", creator=self.user + ) + self.resolver = ReferenceResolver([self.primary, self.exhibit]) + + def test_resolves_exhibit_number_to_target_document(self): + cand = Candidate( + reference_type=C.REF_DOCUMENT, + start=0, + end=11, + raw_text="Exhibit 1.1", + normalized_data={"exhibit_number": "1.1"}, + ) + r = self.resolver.resolve_document(cand, source_doc_id=self.primary.id) + assert r.resolution_status == C.STATUS_RESOLVED + assert r.target_document_id == self.exhibit.id + + def test_unknown_exhibit_is_unresolved(self): + cand = Candidate( + reference_type=C.REF_DOCUMENT, + start=0, + end=12, + raw_text="Exhibit 99.9", + normalized_data={"exhibit_number": "99.9"}, + ) + r = self.resolver.resolve_document(cand, source_doc_id=self.primary.id) + assert r.resolution_status == C.STATUS_UNRESOLVED + assert r.target_document_id is None + + def test_law_candidate_is_external(self): + cand = Candidate( + reference_type=C.REF_LAW, + start=0, + end=5, + raw_text="x", + canonical_key="dgcl:145", + normalized_data={"authority": "dgcl", "section": "145"}, + ) + r = self.resolver.resolve(cand, source_doc_id=self.primary.id, doc_text="x") + assert r.resolution_status == C.STATUS_EXTERNAL + assert r.canonical_key == "dgcl:145" + assert r.source_document_id == self.primary.id + + def test_section_matches_oc_section_annotation(self): + cand = Candidate( + reference_type=C.REF_SECTION, + start=20, + end=34, + raw_text='see "Risk Factors"', + normalized_data={"heading": "Risk Factors"}, + ) + sections = [_SectionAnno(id=42, raw_text="Risk Factors")] + r = self.resolver.resolve_section( + cand, self.primary.id, doc_text="...", sections=sections + ) + assert r.resolution_status == C.STATUS_RESOLVED + assert r.target_annotation_id == 42 + + def test_section_falls_back_to_heading_text_offset(self): + text = "intro... Risk Factors\nThe following risks..." + cand = Candidate( + reference_type=C.REF_SECTION, + start=0, + end=5, + raw_text='see "Risk Factors"', + normalized_data={"heading": "Risk Factors"}, + ) + r = self.resolver.resolve_section( + cand, self.primary.id, doc_text=text, sections=[] + ) + assert r.resolution_status == C.STATUS_RESOLVED + assert r.target_annotation_id is None + assert r.target_offset == text.find("Risk Factors") diff --git a/opencontractserver/tests/test_enrichment_tools.py b/opencontractserver/tests/test_enrichment_tools.py new file mode 100644 index 000000000..c1a68504a --- /dev/null +++ b/opencontractserver/tests/test_enrichment_tools.py @@ -0,0 +1,110 @@ +"""Tool-registry + tool-function tests for corpus reference enrichment.""" + +from django.contrib.auth import get_user_model +from django.core.files.base import ContentFile +from django.test import TestCase + +from opencontractserver.annotations.models import Annotation, CorpusReference +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document +from opencontractserver.llms.tools.core_tools import ( + apply_corpus_reference_enrichment, + scan_corpus_references, +) +from opencontractserver.llms.tools.tool_registry import AVAILABLE_TOOLS + +User = get_user_model() + +TEXT = ( + "Indemnification under Section 145 of the Delaware General Corporation Law. " + "Issued per Section 4(a)(2) of the Securities Act." +) + + +class EnrichmentToolRegistryTests(TestCase): + def test_both_tools_are_registered(self): + names = {t.name for t in AVAILABLE_TOOLS} + assert "scan_corpus_references" in names + assert "apply_corpus_reference_enrichment" in names + + def test_apply_tool_requires_approval_and_write(self): + td = next( + t for t in AVAILABLE_TOOLS if t.name == "apply_corpus_reference_enrichment" + ) + assert td.requires_corpus is True + assert td.requires_approval is True + assert td.requires_write_permission is True + + +class EnrichmentToolFunctionTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.corpus = Corpus.objects.create(title="C", creator=self.user) + doc = Document.objects.create(title="S-1 primary document", creator=self.user) + doc.txt_extract_file.save("d.txt", ContentFile(TEXT.encode("utf-8"))) + self.corpus.add_document(document=doc, user=self.user) + + def test_scan_writes_nothing_and_reports(self): + out = scan_corpus_references(corpus_id=self.corpus.id, creator_id=self.user.id) + assert out["total_candidates"] >= 2 + assert Annotation.objects.filter(corpus=self.corpus).count() == 0 + + def test_apply_creates_references(self): + out = apply_corpus_reference_enrichment( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["references_created"] >= 2 + keys = set( + CorpusReference.objects.filter(corpus=self.corpus).values_list( + "canonical_key", flat=True + ) + ) + assert "dgcl:145" in keys + assert "securities-act:4(a)(2)" in keys + + +class _Ctx: + def __init__(self, user): + self.user = user + + +class EnrichmentGraphQLTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.corpus = Corpus.objects.create(title="C", creator=self.user) + doc = Document.objects.create(title="S-1 primary document", creator=self.user) + doc.txt_extract_file.save("d.txt", ContentFile(TEXT.encode("utf-8"))) + self.corpus.add_document(document=doc, user=self.user) + apply_corpus_reference_enrichment( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + + def _run(self, user): + from graphene.test import Client + from graphql_relay import to_global_id + + from config.graphql.schema import schema + + gid = to_global_id("CorpusType", self.corpus.id) + query = """ + query ($cid: ID!) { + corpusReferences(corpusId: $cid, referenceType: "LAW") { + edges { node { canonicalKey resolutionStatus } } + } + } + """ + return Client(schema, context_value=_Ctx(user)).execute( + query, variables={"cid": gid} + ) + + def test_owner_sees_law_references(self): + result = self._run(self.user) + edges = result["data"]["corpusReferences"]["edges"] + keys = {e["node"]["canonicalKey"] for e in edges} + assert "dgcl:145" in keys + assert all(e["node"]["resolutionStatus"] == "EXTERNAL" for e in edges) + + def test_stranger_sees_nothing(self): + stranger = User.objects.create_user(username="stranger", password="p") + result = self._run(stranger) + assert result["data"]["corpusReferences"]["edges"] == [] diff --git a/opencontractserver/tests/test_enrichment_writer.py b/opencontractserver/tests/test_enrichment_writer.py new file mode 100644 index 000000000..bedd6f7fb --- /dev/null +++ b/opencontractserver/tests/test_enrichment_writer.py @@ -0,0 +1,259 @@ +"""Integration tests for EnrichmentWriter + EnrichmentService (DB writes).""" + +from django.contrib.auth import get_user_model +from django.core.files.base import ContentFile +from django.test import TestCase + +from opencontractserver.annotations.models import ( + SPAN_LABEL, + Annotation, + CorpusReference, + Relationship, +) +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document, DocumentRelationship +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.service import ( + CorpusReferenceService, + EnrichmentService, +) + +User = get_user_model() + +PRIMARY_TEXT = ( + "We are subject to Section 203 of the Delaware General Corporation Law. " + "Indemnification is governed by Section 145 of the Delaware General " + "Corporation Law. Shares were issued pursuant to Section 4(a)(2) of the " + 'Securities Act. For details, see "Risk Factors" beginning on page 20. ' + "Risk Factors\nThe following risks are material to our business. " + "The underwriting agreement is filed as Exhibit 1.1 hereto." +) + + +class EnrichmentWriterTests(TestCase): + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.corpus = Corpus.objects.create(title="S-1 Corpus", creator=self.user) + self.primary = Document.objects.create( + title="Acme S-1 (2024-09-30) - primary document", creator=self.user + ) + self.primary.txt_extract_file.save( + "primary.txt", ContentFile(PRIMARY_TEXT.encode("utf-8")) + ) + self.exhibit = Document.objects.create( + title="Acme S-1 (2024-09-30) - Exhibit 1.1: EX-1.1", creator=self.user + ) + self.exhibit.txt_extract_file.save( + "ex.txt", ContentFile(b"Underwriting agreement body.") + ) + # add_document creates corpus-isolated copies; enrichment operates on + # (and resolves to) those copies, not the originals. + self.primary_in_corpus, _, _ = self.corpus.add_document( + document=self.primary, user=self.user + ) + self.exhibit_in_corpus, _, _ = self.corpus.add_document( + document=self.exhibit, user=self.user + ) + + def test_apply_creates_law_annotation_and_external_reference(self): + out = EnrichmentService().apply( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["annotations_created"] > 0 + + law_anns = Annotation.objects.filter( + corpus=self.corpus, annotation_label__text=C.LABEL_REF_LAW + ) + keys = {a.data.get("canonical_key") for a in law_anns if a.data} + assert "dgcl:145" in keys + assert "dgcl:203" in keys + assert "securities-act:4(a)(2)" in keys + + ext = CorpusReference.objects.filter( + corpus=self.corpus, reference_type=C.REF_LAW, canonical_key="dgcl:145" + ).first() + assert ext is not None + assert ext.resolution_status == C.STATUS_EXTERNAL + + def test_apply_links_exhibit_reference_to_target_document(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + doc_ref = CorpusReference.objects.filter( + corpus=self.corpus, reference_type=C.REF_DOCUMENT + ).first() + assert doc_ref is not None + assert doc_ref.target_document_id == self.exhibit_in_corpus.id + # The mention annotation carries an in-app site-relative link. + assert doc_ref.source_annotation.link_url == ( + f"/corpus/{self.corpus.id}/document/{self.exhibit_in_corpus.id}" + ) + + def test_section_reference_creates_relationship_or_external_ref(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + # No OC_SECTION annotations exist, so the section ref resolves via the + # heading-text fallback and is stored as a SECTION CorpusReference. + sec_ref = CorpusReference.objects.filter( + corpus=self.corpus, reference_type=C.REF_SECTION + ).first() + assert sec_ref is not None + assert sec_ref.resolution_status == C.STATUS_RESOLVED + + def test_section_reference_with_oc_section_creates_relationship(self): + # Seed an OC_SECTION annotation on the in-corpus primary doc whose text + # matches the `see "Risk Factors"` heading, so the resolver links to it. + oc_label = self.corpus.ensure_label_and_labelset( + label_text="OC_SECTION", creator_id=self.user.id, label_type=SPAN_LABEL + ) + section = Annotation.objects.create( + raw_text="Risk Factors", + page=1, + json={"start": 0, "end": 12}, + annotation_label=oc_label, + document_id=self.primary_in_corpus.id, + corpus=self.corpus, + creator=self.user, + annotation_type=SPAN_LABEL, + ) + + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + + rel = Relationship.objects.filter( + corpus=self.corpus, + relationship_label__text=C.LABEL_RELATIONSHIP, + target_annotations=section, + ).first() + assert rel is not None + source = rel.source_annotations.first() + assert source is not None + label = source.annotation_label + assert label is not None + assert label.text == C.LABEL_REF_SECTION + + def test_document_reference_creates_document_relationship(self): + """Resolved exhibit refs roll up to a document-level edge. + + DocumentRelationship rows are what the corpus document graph renders + (documents = nodes, relationships = edges), so enrichment must emit + them alongside the annotation-level CorpusReference. + """ + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + + rel = DocumentRelationship.objects.filter( + corpus=self.corpus, + source_document_id=self.primary_in_corpus.id, + target_document_id=self.exhibit_in_corpus.id, + annotation_label__text=C.LABEL_RELATIONSHIP, + ).first() + assert rel is not None + assert rel.relationship_type == C.DOC_REL_RELATIONSHIP + + def test_document_relationship_rollup_is_idempotent(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + count = DocumentRelationship.objects.filter(corpus=self.corpus).count() + assert count == 1 + + out = EnrichmentService().apply( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert DocumentRelationship.objects.filter(corpus=self.corpus).count() == count + assert out["document_relationships_created"] == 0 + + def test_defined_terms_opt_in_only(self): + # Default apply excludes DEFINED_TERM. + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + assert ( + CorpusReference.objects.filter( + corpus=self.corpus, reference_type=C.REF_DEFINED_TERM + ).count() + == 0 + ) + + def test_defined_terms_when_requested(self): + # PRIMARY_TEXT has no parenthetical definition; add a doc that does. + doc = Document.objects.create(title="Defs", creator=self.user) + doc.txt_extract_file.save( + "defs.txt", + ContentFile( + b'Fervo Energy, Inc. (the "Company"). "Change of Control" means a sale.' + ), + ) + self.corpus.add_document(document=doc, user=self.user) + + EnrichmentService().apply( + corpus_id=self.corpus.id, + creator_id=self.user.id, + types=list(C.ALL_REFERENCE_TYPES), + ) + keys = set( + CorpusReference.objects.filter( + corpus=self.corpus, reference_type=C.REF_DEFINED_TERM + ).values_list("canonical_key", flat=True) + ) + assert "term:company" in keys + assert "term:change-of-control" in keys + ref = CorpusReference.objects.filter( + corpus=self.corpus, canonical_key="term:company" + ).first() + assert ref is not None + assert ref.resolution_status == C.STATUS_RESOLVED + + def test_longer_alias_match_does_not_duplicate_mention(self): + """Growing the alias registry lengthens law-citation spans; the + mention dedup must match on span start, not the exact span.""" + from opencontractserver.enrichment.authorities import ( + AuthorityCorpusBootstrapper, + AuthoritySection, + ) + + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + law_count = Annotation.objects.filter( + corpus=self.corpus, annotation_label__text=C.LABEL_REF_LAW + ).count() + + # Declare a longer alias that now wins longest-first matching for the + # same citations ("...Delaware General Corporation Law" is unchanged, + # but make the point with an alias extension). + AuthorityCorpusBootstrapper().bootstrap( + creator_id=self.user.id, + corpus_title="Delaware General Corporation Law", + aliases=["Delaware General Corporation Law, as amended"], + sections=[ + AuthoritySection(key="dgcl:145", heading="DGCL § 145", text="...") + ], + ) + + out = EnrichmentService().apply( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["annotations_created"] == 0 + assert ( + Annotation.objects.filter( + corpus=self.corpus, annotation_label__text=C.LABEL_REF_LAW + ).count() + == law_count + ) + + def test_apply_is_idempotent(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + ann_count = Annotation.objects.filter(corpus=self.corpus).count() + ref_count = CorpusReference.objects.filter(corpus=self.corpus).count() + + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + assert Annotation.objects.filter(corpus=self.corpus).count() == ann_count + assert CorpusReference.objects.filter(corpus=self.corpus).count() == ref_count + + def test_scan_writes_nothing(self): + before = CorpusReference.objects.count() + out = EnrichmentService().scan( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + assert out["total_candidates"] > 0 + assert CorpusReference.objects.count() == before + assert Annotation.objects.filter(corpus=self.corpus).count() == 0 + + def test_reference_visibility_scoped_to_corpus(self): + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + other = User.objects.create_user(username="stranger", password="p") + visible = CorpusReferenceService.for_corpus(other, self.corpus.id) + assert visible.count() == 0 + mine = CorpusReferenceService.for_corpus(self.user, self.corpus.id) + assert mine.count() > 0 diff --git a/opencontractserver/utils/celery_tasks.py b/opencontractserver/utils/celery_tasks.py index db2abcc8e..f135cbd21 100644 --- a/opencontractserver/utils/celery_tasks.py +++ b/opencontractserver/utils/celery_tasks.py @@ -24,3 +24,27 @@ def get_doc_analyzer_task_by_name(task_name) -> Optional[Callable]: return None except Exception: return None + + +def get_corpus_analyzer_task_by_name(task_name) -> Optional[Callable]: + """ + Get celery task function Callable by name, only for tasks decorated with corpus_analyzer_task + """ + try: + task = celery_app.tasks.get(task_name) + if task and getattr(task, "is_corpus_analyzer_task", False): + return task + return None + except Exception: + return None + + +def get_analyzer_task_by_name(task_name) -> Optional[Callable]: + """ + Get celery task function Callable by name for either analyzer flavour + (doc-scoped or corpus-scoped). Used by registration sync and system + checks, which treat both identically; dispatch distinguishes them. + """ + return get_doc_analyzer_task_by_name(task_name) or get_corpus_analyzer_task_by_name( + task_name + ) From 17469c06e16a0bad23cbb52ebe606f02e913620c Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 00:34:56 -0500 Subject: [PATCH 02/10] Address review: visibility-scoped corpus fetches, _terms interleave, services/ package, single-source choices MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit - EnrichmentService._load / link_external_references and AuthorityCorpusBootstrapper.bootstrap now fetch the corpus via visible_to_user (uniform DoesNotExist for invisible vs nonexistent — no existence oracle). - _terms() merges parenthetical + means-form matches in document order before applying MAX_DEFINED_TERMS, so parenthetical-heavy documents can no longer starve the means grammar; cap documented as total. - enrichment/service.py split into enrichment/services/ package (corpus_reference_service.py + enrichment_service.py) per the repo-wide /services/ convention; all importers updated; OC_SECTION_LABEL now imported from constants/annotations (dedup). - REFERENCE_TYPE_CHOICES / RESOLUTION_STATUS_CHOICES discriminators single-sourced from enrichment/constants.py (migration-neutral). - corpus_analyzer_task corpus check tightened to analysis-creator visibility via BaseService.filter_visible. - New tests: CorpusReferenceType.targetDocument nulls out for corpus readers lacking document READ (pins graphene-django get_queryset enforcement); link/bootstrap DoesNotExist error paths; defined-term cap boundary in both directions. --- .../corpus-reference-enrichment.added.md | 2 +- config/graphql/annotation_queries.py | 2 +- demo/import_edgar_corpora.py | 2 +- .../corpus_reference_enrichment.md | 4 +- opencontractserver/annotations/models.py | 18 +++-- opencontractserver/enrichment/authorities.py | 4 +- opencontractserver/enrichment/extractor.py | 59 +++++++++------- .../enrichment/services/__init__.py | 13 ++++ .../services/corpus_reference_service.py | 24 +++++++ .../enrichment_service.py} | 33 +++------ .../tools/core_tools/corpus_references.py | 4 +- opencontractserver/shared/decorators.py | 13 +++- .../tasks/corpus_analysis_tasks.py | 2 +- .../test_enrichment_analyzer_integration.py | 2 +- .../tests/test_enrichment_authorities.py | 2 +- .../tests/test_enrichment_extractor.py | 30 ++++++++ .../tests/test_enrichment_linking.py | 29 +++++++- .../tests/test_enrichment_tools.py | 69 +++++++++++++++++++ .../tests/test_enrichment_writer.py | 2 +- 19 files changed, 246 insertions(+), 68 deletions(-) create mode 100644 opencontractserver/enrichment/services/__init__.py create mode 100644 opencontractserver/enrichment/services/corpus_reference_service.py rename opencontractserver/enrichment/{service.py => services/enrichment_service.py} (92%) diff --git a/changelog.d/corpus-reference-enrichment.added.md b/changelog.d/corpus-reference-enrichment.added.md index 7fab33911..db978a724 100644 --- a/changelog.d/corpus-reference-enrichment.added.md +++ b/changelog.d/corpus-reference-enrichment.added.md @@ -2,7 +2,7 @@ crawls a corpus, inventories explicit references, and persists them — proven on a real 55-document S-1 corpus (348 references created). - New deterministic engine in `opencontractserver/enrichment/` - (`extractor.py`, `resolver.py`, `writer.py`, `service.py`): regex/grammar + (`extractor.py`, `resolver.py`, `writer.py`, `services/`): regex/grammar extraction of law citations (`Section 145 of the Delaware General Corporation Law` → canonical key `dgcl:145`), document/exhibit references, internal section references, and defined-term definition sites diff --git a/config/graphql/annotation_queries.py b/config/graphql/annotation_queries.py index 97d10656c..bcfec3f88 100644 --- a/config/graphql/annotation_queries.py +++ b/config/graphql/annotation_queries.py @@ -62,7 +62,7 @@ def resolve_corpus_references(self, info, corpus_id, **kwargs) -> Any: Visibility is enforced by ``CorpusReferenceService`` (corpus-derived); no inline Tier-0 permission fusion here. """ - from opencontractserver.enrichment.service import CorpusReferenceService + from opencontractserver.enrichment.services import CorpusReferenceService pk = int(from_global_id(corpus_id)[1]) qs = CorpusReferenceService.for_corpus(info.context.user, pk) diff --git a/demo/import_edgar_corpora.py b/demo/import_edgar_corpora.py index 0cc96e86c..bb8c264fb 100644 --- a/demo/import_edgar_corpora.py +++ b/demo/import_edgar_corpora.py @@ -22,7 +22,7 @@ from django.core.files.base import ContentFile from opencontractserver.corpuses.models import Corpus, TemporaryFileHandle -from opencontractserver.enrichment.service import EnrichmentService +from opencontractserver.enrichment.services import EnrichmentService from opencontractserver.tasks.import_tasks import import_corpus from opencontractserver.types.enums import PermissionTypes from opencontractserver.utils.permissioning import set_permissions_for_obj_to_user diff --git a/docs/test_scripts/corpus_reference_enrichment.md b/docs/test_scripts/corpus_reference_enrichment.md index a7ee96b0e..321cda52c 100644 --- a/docs/test_scripts/corpus_reference_enrichment.md +++ b/docs/test_scripts/corpus_reference_enrichment.md @@ -43,7 +43,7 @@ document/exhibit references (as in-app links), and internal section references. ```bash docker compose -f local.yml run --rm django python manage.py shell -c " import warnings; warnings.simplefilter('ignore') - from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.enrichment.services import EnrichmentService out = EnrichmentService().scan(corpus_id=, creator_id=, sample_n=10) print('scanned', out['documents_scanned'], 'candidates', out['total_candidates']) print('by_type', out['counts_by_type']) @@ -55,7 +55,7 @@ document/exhibit references (as in-app links), and internal section references. ```bash docker compose -f local.yml run --rm django python manage.py shell -c " import warnings; warnings.simplefilter('ignore') - from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.enrichment.services import EnrichmentService from opencontractserver.annotations.models import Annotation, CorpusReference out = EnrichmentService().apply(corpus_id=, creator_id=) print(out) diff --git a/opencontractserver/annotations/models.py b/opencontractserver/annotations/models.py index 51fbfa217..8a51b2522 100644 --- a/opencontractserver/annotations/models.py +++ b/opencontractserver/annotations/models.py @@ -30,6 +30,7 @@ from pgvector.django import HnswIndex, VectorField from opencontractserver.constants.search import HNSW_EF_CONSTRUCTION, HNSW_M +from opencontractserver.enrichment import constants as enrichment_constants from opencontractserver.shared.defaults import ( jsonfield_default_value, ) @@ -1881,16 +1882,19 @@ def __str__(self) -> str: # --------------------------------------------------------------------------- # # Cross-document / cross-corpus reference substrate (enrichment) # # --------------------------------------------------------------------------- # +# Discriminator values are single-sourced from the enrichment engine's +# constants (`enrichment/constants.py` is pure — no model imports — so this +# cannot cycle); only the human-readable labels live here. REFERENCE_TYPE_CHOICES = [ - ("LAW", "Law citation"), - ("DOCUMENT", "Document reference"), - ("SECTION", "Internal section reference"), - ("DEFINED_TERM", "Defined term"), + (enrichment_constants.REF_LAW, "Law citation"), + (enrichment_constants.REF_DOCUMENT, "Document reference"), + (enrichment_constants.REF_SECTION, "Internal section reference"), + (enrichment_constants.REF_DEFINED_TERM, "Defined term"), ] RESOLUTION_STATUS_CHOICES = [ - ("RESOLVED", "Resolved"), - ("UNRESOLVED", "Unresolved"), - ("EXTERNAL", "External (no internal target)"), + (enrichment_constants.STATUS_RESOLVED, "Resolved"), + (enrichment_constants.STATUS_UNRESOLVED, "Unresolved"), + (enrichment_constants.STATUS_EXTERNAL, "External (no internal target)"), ] diff --git a/opencontractserver/enrichment/authorities.py b/opencontractserver/enrichment/authorities.py index a6a6951da..72d552fbe 100644 --- a/opencontractserver/enrichment/authorities.py +++ b/opencontractserver/enrichment/authorities.py @@ -136,7 +136,9 @@ def bootstrap( user = User.objects.get(pk=creator_id) if corpus_id is not None: - corpus = Corpus.objects.get(pk=corpus_id) + # Visibility-scoped: invisible and nonexistent corpora raise the + # same ``Corpus.DoesNotExist`` (no existence oracle). + corpus = Corpus.objects.visible_to_user(user).get(pk=corpus_id) corpus_created = False else: corpus, corpus_created = Corpus.objects.get_or_create( diff --git a/opencontractserver/enrichment/extractor.py b/opencontractserver/enrichment/extractor.py index bc1522c4c..5e7726274 100644 --- a/opencontractserver/enrichment/extractor.py +++ b/opencontractserver/enrichment/extractor.py @@ -205,32 +205,41 @@ def _terms(self, text: str) -> Iterator[Candidate]: """Defined-term DEFINITION sites, deduped by slug, capped per document. Opt-in (not in the default reference-type set) and capped at - ``MAX_DEFINED_TERMS`` to keep precision/volume in check. Each definition - becomes a cross-corpus-trackable stub keyed ``term:`` — the same + ``MAX_DEFINED_TERMS`` to keep precision/volume in check. The cap is a + TOTAL per document across both grammar forms: matches are merged in + document order before capping, so a document heavy in parenthetical + definitions cannot starve the "means" form — the first N definition + sites win regardless of form. Each definition becomes a + cross-corpus-trackable stub keyed ``term:`` — the same philosophy as law citations. """ + matches = [ + (m, kind) + for regex, kind in ( + (_TERM_PAREN_RE, "parenthetical"), + (_TERM_MEANS_RE, "means"), + ) + for m in regex.finditer(text) + ] + matches.sort(key=lambda pair: pair[0].start()) seen: set[str] = set() emitted = 0 - for regex, kind in ( - (_TERM_PAREN_RE, "parenthetical"), - (_TERM_MEANS_RE, "means"), - ): - for m in regex.finditer(text): - if emitted >= C.MAX_DEFINED_TERMS: - return - # Trim trailing punctuation captured inside the quotes - # (e.g. (the "Notes," ...) -> "Notes"). - term = m.group("term").strip().rstrip(",.;:") - slug = _slugify_term(term) - if not slug or slug in seen: - continue - seen.add(slug) - emitted += 1 - yield Candidate( - reference_type=C.REF_DEFINED_TERM, - start=m.start("term") - 1, - end=m.end("term") + 1, - raw_text=term, - canonical_key=f"term:{slug}", - normalized_data={"term": term, "slug": slug, "kind": kind}, - ) + for m, kind in matches: + if emitted >= C.MAX_DEFINED_TERMS: + return + # Trim trailing punctuation captured inside the quotes + # (e.g. (the "Notes," ...) -> "Notes"). + term = m.group("term").strip().rstrip(",.;:") + slug = _slugify_term(term) + if not slug or slug in seen: + continue + seen.add(slug) + emitted += 1 + yield Candidate( + reference_type=C.REF_DEFINED_TERM, + start=m.start("term") - 1, + end=m.end("term") + 1, + raw_text=term, + canonical_key=f"term:{slug}", + normalized_data={"term": term, "slug": slug, "kind": kind}, + ) diff --git a/opencontractserver/enrichment/services/__init__.py b/opencontractserver/enrichment/services/__init__.py new file mode 100644 index 000000000..8fb8a233d --- /dev/null +++ b/opencontractserver/enrichment/services/__init__.py @@ -0,0 +1,13 @@ +"""Service layer for corpus reference enrichment. + +Follows the repo-wide ``opencontractserver//services/`` convention: +user-context callers (GraphQL resolvers, agent tools, Celery adapters) reach +enrichment data through these services, never via inline Tier-0 ORM fusions. +""" + +from opencontractserver.enrichment.services.corpus_reference_service import ( + CorpusReferenceService, +) +from opencontractserver.enrichment.services.enrichment_service import EnrichmentService + +__all__ = ["CorpusReferenceService", "EnrichmentService"] diff --git a/opencontractserver/enrichment/services/corpus_reference_service.py b/opencontractserver/enrichment/services/corpus_reference_service.py new file mode 100644 index 000000000..e6ee8a053 --- /dev/null +++ b/opencontractserver/enrichment/services/corpus_reference_service.py @@ -0,0 +1,24 @@ +"""Read surface for ``CorpusReference`` rows. + +Visibility derives from corpus visibility — ``CorpusReference`` carries no +per-object guardian rows in v1. +""" + +from __future__ import annotations + +from opencontractserver.annotations.models import CorpusReference +from opencontractserver.corpuses.models import Corpus + + +class CorpusReferenceService: + """Read surface for CorpusReference rows.""" + + @staticmethod + def visible_to_user(user): + return CorpusReference.objects.filter( + corpus__in=Corpus.objects.visible_to_user(user) + ) + + @classmethod + def for_corpus(cls, user, corpus_id: int): + return cls.visible_to_user(user).filter(corpus_id=corpus_id) diff --git a/opencontractserver/enrichment/service.py b/opencontractserver/enrichment/services/enrichment_service.py similarity index 92% rename from opencontractserver/enrichment/service.py rename to opencontractserver/enrichment/services/enrichment_service.py index 8e131094f..ff61bf8ef 100644 --- a/opencontractserver/enrichment/service.py +++ b/opencontractserver/enrichment/services/enrichment_service.py @@ -1,4 +1,4 @@ -"""Orchestration + query services for corpus reference enrichment. +"""Orchestration service for corpus reference enrichment. ``EnrichmentService`` is the single entry point the agent tools call: @@ -6,8 +6,8 @@ * ``apply`` — scan, then persist under an ``Analysis`` (approval-gated at the tool layer). -``CorpusReferenceService`` is the read surface (visibility derives from corpus -visibility — no per-object guardian rows in v1). +The read surface lives in +:mod:`opencontractserver.enrichment.services.corpus_reference_service`. """ from __future__ import annotations @@ -19,6 +19,7 @@ from opencontractserver.analyzer.models import Analysis, Analyzer from opencontractserver.annotations.models import Annotation, CorpusReference +from opencontractserver.constants.annotations import OC_SECTION_LABEL from opencontractserver.corpuses.models import Corpus from opencontractserver.corpuses.services.corpus_documents import CorpusDocumentService from opencontractserver.enrichment import constants as C @@ -35,23 +36,6 @@ logger = logging.getLogger(__name__) User = get_user_model() -# OC_SECTION is the built-in structural section label. -OC_SECTION_LABEL = "OC_SECTION" - - -class CorpusReferenceService: - """Read surface for CorpusReference rows.""" - - @staticmethod - def visible_to_user(user): - return CorpusReference.objects.filter( - corpus__in=Corpus.objects.visible_to_user(user) - ) - - @classmethod - def for_corpus(cls, user, corpus_id: int): - return cls.visible_to_user(user).filter(corpus_id=corpus_id) - class EnrichmentService: """Scan and apply reference enrichment for a corpus.""" @@ -60,7 +44,10 @@ class EnrichmentService: def _load(self, corpus_id: int, creator_id: int): user = User.objects.get(pk=creator_id) - corpus = Corpus.objects.get(pk=corpus_id) + # Visibility-scoped fetch: invisible and nonexistent corpora raise the + # same ``Corpus.DoesNotExist`` (no existence oracle for callers that + # pass arbitrary PKs). + corpus = Corpus.objects.visible_to_user(user).get(pk=corpus_id) documents = list( CorpusDocumentService.get_corpus_documents(user, corpus, include_caml=False) ) @@ -212,7 +199,9 @@ def link_external_references(self, *, corpus_id: int, creator_id: int) -> dict: visible authority document. """ user = User.objects.get(pk=creator_id) - corpus = Corpus.objects.get(pk=corpus_id) + # Same visibility-scoped semantics as ``_load`` (uniform DoesNotExist + # for invisible vs nonexistent). + corpus = Corpus.objects.visible_to_user(user).get(pk=corpus_id) return self._link_external(user, corpus) def _link_external(self, user, corpus) -> dict: diff --git a/opencontractserver/llms/tools/core_tools/corpus_references.py b/opencontractserver/llms/tools/core_tools/corpus_references.py index 6966dd673..6413cdc0d 100644 --- a/opencontractserver/llms/tools/core_tools/corpus_references.py +++ b/opencontractserver/llms/tools/core_tools/corpus_references.py @@ -24,7 +24,7 @@ def scan_corpus_references( reports counts by type and sample resolved/unresolved candidates so the user can review before applying enrichment. """ - from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.enrichment.services import EnrichmentService return EnrichmentService().scan( corpus_id=corpus_id, creator_id=creator_id, types=types, sample_n=sample_n @@ -44,7 +44,7 @@ def apply_corpus_reference_enrichment( records law citations as cross-corpus-trackable stubs. Idempotent: re-running enriches only newly-found references. """ - from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.enrichment.services import EnrichmentService return EnrichmentService().apply( corpus_id=corpus_id, creator_id=creator_id, types=types diff --git a/opencontractserver/shared/decorators.py b/opencontractserver/shared/decorators.py index b42c6e722..e5571ca74 100644 --- a/opencontractserver/shared/decorators.py +++ b/opencontractserver/shared/decorators.py @@ -407,7 +407,18 @@ def wrapper(self: Any, *args: Any, **kwargs: Any) -> Any: "corpus_analyzer_task requires a corpus: pass corpus_id or " "link the Analysis to a corpus" ) - if not Corpus.objects.filter(id=corpus_id).exists(): + # Defensive depth: the corpus must be visible to the analysis + # creator, not merely exist — a task must not operate on a corpus + # the analysis owner couldn't see. Same error either way (no + # existence oracle). + from opencontractserver.shared.services.base import BaseService + + corpus_visible = ( + BaseService.filter_visible(Corpus, analysis.creator) + .filter(id=corpus_id) + .exists() + ) + if not corpus_visible: raise ValueError(f"Corpus with id {corpus_id} does not exist") kwargs["corpus_id"] = corpus_id diff --git a/opencontractserver/tasks/corpus_analysis_tasks.py b/opencontractserver/tasks/corpus_analysis_tasks.py index d825cf057..7e5a3bd85 100644 --- a/opencontractserver/tasks/corpus_analysis_tasks.py +++ b/opencontractserver/tasks/corpus_analysis_tasks.py @@ -48,7 +48,7 @@ def corpus_reference_enrichment( references. """ from opencontractserver.analyzer.models import Analysis - from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.enrichment.services import EnrichmentService analysis = Analysis.objects.get(id=analysis_id) assert analysis.creator_id is not None # non-null FK; narrows for mypy diff --git a/opencontractserver/tests/test_enrichment_analyzer_integration.py b/opencontractserver/tests/test_enrichment_analyzer_integration.py index e53f04a36..a375adb75 100644 --- a/opencontractserver/tests/test_enrichment_analyzer_integration.py +++ b/opencontractserver/tests/test_enrichment_analyzer_integration.py @@ -102,7 +102,7 @@ def test_failure_marks_analysis_failed(self): def test_failure_inside_function_records_error(self): analysis = _make_analysis(self.user, self.corpus) with patch( - "opencontractserver.enrichment.service.EnrichmentService.apply", + "opencontractserver.enrichment.services.enrichment_service.EnrichmentService.apply", side_effect=RuntimeError("boom"), ): with self.assertRaises(RuntimeError): diff --git a/opencontractserver/tests/test_enrichment_authorities.py b/opencontractserver/tests/test_enrichment_authorities.py index 3429d51a3..96a01afbc 100644 --- a/opencontractserver/tests/test_enrichment_authorities.py +++ b/opencontractserver/tests/test_enrichment_authorities.py @@ -151,7 +151,7 @@ def test_registry_respects_visibility(self): def test_new_authority_extracted_and_linked_end_to_end(self): """A filing citing the DB-declared authority resolves with zero code.""" from opencontractserver.annotations.models import CorpusReference - from opencontractserver.enrichment.service import EnrichmentService + from opencontractserver.enrichment.services import EnrichmentService filing_corpus = Corpus.objects.create(title="NY Filings", creator=self.user) doc = Document.objects.create(title="Acme merger proxy", creator=self.user) diff --git a/opencontractserver/tests/test_enrichment_extractor.py b/opencontractserver/tests/test_enrichment_extractor.py index 912cf3a39..ceb2de5f8 100644 --- a/opencontractserver/tests/test_enrichment_extractor.py +++ b/opencontractserver/tests/test_enrichment_extractor.py @@ -143,6 +143,36 @@ def test_defined_terms_deduped_by_slug(self): ] assert len(company) == 1 # deduped across both patterns + def test_defined_term_cap_is_total_in_document_order(self): + # The MAX_DEFINED_TERMS cap is a TOTAL per document, applied after + # merging both grammar forms in document order — a wall of + # parenthetical definitions must not starve an earlier "means"-form + # definition (review finding: the old per-regex loop returned before + # the means regex ever ran). + means_first = '"Change of Control" means any transfer of control. ' + " ".join( + f'(the "Term{chr(65 + i // 26)}{chr(65 + i % 26)} Item")' + for i in range(C.MAX_DEFINED_TERMS) + ) + cands = self.extractor.extract(means_first) + terms = [c for c in cands if c.reference_type == C.REF_DEFINED_TERM] + assert len(terms) == C.MAX_DEFINED_TERMS # cap holds + assert any(c.canonical_key == "term:change-of-control" for c in terms) + + def test_defined_term_cap_drops_matches_beyond_position_cap(self): + # Conversely, a "means"-form definition AFTER the cap-filling + # parentheticals is dropped: first N definition sites by position win. + means_last = ( + " ".join( + f'(the "Term{chr(65 + i // 26)}{chr(65 + i % 26)} Item")' + for i in range(C.MAX_DEFINED_TERMS) + ) + + ' "Change of Control" means any transfer of control.' + ) + cands = self.extractor.extract(means_last) + terms = [c for c in cands if c.reference_type == C.REF_DEFINED_TERM] + assert len(terms) == C.MAX_DEFINED_TERMS + assert not any(c.canonical_key == "term:change-of-control" for c in terms) + def test_defined_terms_not_in_default_reference_types(self): # Opt-in: DEFINED_TERM is detected by the extractor but excluded from the # default scan/apply set. diff --git a/opencontractserver/tests/test_enrichment_linking.py b/opencontractserver/tests/test_enrichment_linking.py index a24f45694..4c8f0e07d 100644 --- a/opencontractserver/tests/test_enrichment_linking.py +++ b/opencontractserver/tests/test_enrichment_linking.py @@ -12,7 +12,7 @@ AuthorityCorpusBootstrapper, AuthoritySection, ) -from opencontractserver.enrichment.service import EnrichmentService +from opencontractserver.enrichment.services import EnrichmentService User = get_user_model() @@ -121,6 +121,33 @@ def test_self_referential_statute_corpus_links_internally(self): assert (ref.target_document.custom_meta or {})["canonical_key"] == "dgcl:222" assert (ref.normalized_data or {})["relative"] is True + def test_link_raises_doesnotexist_for_missing_and_invisible_corpus(self): + # Visibility-scoped corpus fetch: a nonexistent corpus and a corpus + # the caller cannot see raise the SAME ``Corpus.DoesNotExist`` — no + # existence oracle for callers passing arbitrary PKs. + stranger = User.objects.create_user(username="stranger", password="p") + + with self.assertRaises(Corpus.DoesNotExist): + EnrichmentService().link_external_references( + corpus_id=999_999, creator_id=self.user.id + ) + with self.assertRaises(Corpus.DoesNotExist): + EnrichmentService().link_external_references( + corpus_id=self.corpus.id, creator_id=stranger.id + ) + + def test_bootstrap_raises_doesnotexist_for_invisible_corpus_id(self): + # Same visibility-scoped semantics for the bootstrapper's explicit + # ``corpus_id`` path. + stranger = User.objects.create_user(username="stranger2", password="p") + with self.assertRaises(Corpus.DoesNotExist): + AuthorityCorpusBootstrapper().bootstrap( + creator_id=stranger.id, + corpus_title="ignored", + sections=[], + corpus_id=self.corpus.id, + ) + def test_link_respects_authority_visibility(self): EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) other = User.objects.create_user(username="other", password="p") diff --git a/opencontractserver/tests/test_enrichment_tools.py b/opencontractserver/tests/test_enrichment_tools.py index c1a68504a..c902959fc 100644 --- a/opencontractserver/tests/test_enrichment_tools.py +++ b/opencontractserver/tests/test_enrichment_tools.py @@ -108,3 +108,72 @@ def test_stranger_sees_nothing(self): stranger = User.objects.create_user(username="stranger", password="p") result = self._run(stranger) assert result["data"]["corpusReferences"]["edges"] == [] + + +class CorpusReferenceTraversalVisibilityTests(TestCase): + """Nested FK traversal on ``CorpusReferenceType`` must not leak documents. + + ``corpusReferences`` is corpus-as-gate (corpus READ unlocks the rows), but + ``targetDocument`` resolution goes through graphene-django's FK converter → + ``DocumentType.get_node`` → ``DocumentType.get_queryset`` (visibility + filtered). This pins that a reader of a public corpus gets ``null`` for a + target document they cannot READ, while the owner still resolves it. + """ + + def setUp(self): + self.owner = User.objects.create_user(username="owner", password="p") + self.reader = User.objects.create_user(username="reader", password="p") + self.corpus = Corpus.objects.create( + title="Public C", creator=self.owner, is_public=True + ) + doc = Document.objects.create(title="S-1 primary document", creator=self.owner) + doc.txt_extract_file.save("d.txt", ContentFile(TEXT.encode("utf-8"))) + self.corpus.add_document(document=doc, user=self.owner) + apply_corpus_reference_enrichment( + corpus_id=self.corpus.id, creator_id=self.owner.id + ) + # Point one reference at a PRIVATE document (owner-only, no public + # corpus path) — the cross-corpus law-link shape. + self.private_doc = Document.objects.create( + title="Private statute section", creator=self.owner, is_public=False + ) + ref = CorpusReference.objects.filter(corpus=self.corpus).first() + assert ref is not None + ref.target_document = self.private_doc + ref.save(update_fields=["target_document", "modified"]) + self.ref = ref + + def _run(self, user): + from graphene.test import Client + from graphql_relay import to_global_id + + from config.graphql.schema import schema + + gid = to_global_id("CorpusType", self.corpus.id) + query = """ + query ($cid: ID!) { + corpusReferences(corpusId: $cid) { + edges { node { canonicalKey targetDocument { id title } } } + } + } + """ + return Client(schema, context_value=_Ctx(user)).execute( + query, variables={"cid": gid} + ) + + def test_owner_resolves_target_document(self): + result = self._run(self.owner) + nodes = [e["node"] for e in result["data"]["corpusReferences"]["edges"]] + assert any( + n["targetDocument"] + and n["targetDocument"]["title"] == "Private statute section" + for n in nodes + ) + + def test_corpus_reader_gets_null_for_invisible_target_document(self): + result = self._run(self.reader) + edges = result["data"]["corpusReferences"]["edges"] + # Corpus-as-gate: the reference rows themselves ARE visible... + assert edges + # ...but the private target document nulls out for the reader. + assert all(e["node"]["targetDocument"] is None for e in edges) diff --git a/opencontractserver/tests/test_enrichment_writer.py b/opencontractserver/tests/test_enrichment_writer.py index bedd6f7fb..1612e01d0 100644 --- a/opencontractserver/tests/test_enrichment_writer.py +++ b/opencontractserver/tests/test_enrichment_writer.py @@ -13,7 +13,7 @@ from opencontractserver.corpuses.models import Corpus from opencontractserver.documents.models import Document, DocumentRelationship from opencontractserver.enrichment import constants as C -from opencontractserver.enrichment.service import ( +from opencontractserver.enrichment.services import ( CorpusReferenceService, EnrichmentService, ) From 26f4f616b132e9d5a65941692cedc63b6aa07aba Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 00:40:15 -0500 Subject: [PATCH 03/10] Reconcile CorpusVote migration state: index renames + backend_lock db_index (corpuses/0057) makemigrations --check failed on every branch since the CorpusVote model dropped explicit index names; this captures the rename + index-state operations so the check is clean again. --- .../corpusvote-index-state-reconcile.fixed.md | 8 +++++ ...corpuses_co_corpus__64f0b6_idx_and_more.py | 33 +++++++++++++++++++ 2 files changed, 41 insertions(+) create mode 100644 changelog.d/corpusvote-index-state-reconcile.fixed.md create mode 100644 opencontractserver/corpuses/migrations/0057_rename_corpuses_co_corpus__vote_idx_corpuses_co_corpus__64f0b6_idx_and_more.py diff --git a/changelog.d/corpusvote-index-state-reconcile.fixed.md b/changelog.d/corpusvote-index-state-reconcile.fixed.md new file mode 100644 index 000000000..eaa878941 --- /dev/null +++ b/changelog.d/corpusvote-index-state-reconcile.fixed.md @@ -0,0 +1,8 @@ +- **Reconciled `CorpusVote` migration state with the model** (migration + `corpuses/0057`): migration `0049` created the three `CorpusVote` indexes + with explicit names (`corpuses_co_corpus__vote_idx`, …) while the model + declares them unnamed (Django auto-hashed names), and the `backend_lock` + field's `db_index=True` was missing from migration state. The drift made + `makemigrations --check` fail on every branch. Operations are three + Postgres `ALTER INDEX … RENAME` calls plus one index-state alter — no data + changes. diff --git a/opencontractserver/corpuses/migrations/0057_rename_corpuses_co_corpus__vote_idx_corpuses_co_corpus__64f0b6_idx_and_more.py b/opencontractserver/corpuses/migrations/0057_rename_corpuses_co_corpus__vote_idx_corpuses_co_corpus__64f0b6_idx_and_more.py new file mode 100644 index 000000000..9a8f0bc73 --- /dev/null +++ b/opencontractserver/corpuses/migrations/0057_rename_corpuses_co_corpus__vote_idx_corpuses_co_corpus__64f0b6_idx_and_more.py @@ -0,0 +1,33 @@ +# Generated by Django 5.2.14 on 2026-06-10 05:39 + +from django.db import migrations, models + + +class Migration(migrations.Migration): + + dependencies = [ + ("corpuses", "0056_corpus_auto_branding_enabled"), + ] + + operations = [ + migrations.RenameIndex( + model_name="corpusvote", + new_name="corpuses_co_corpus__64f0b6_idx", + old_name="corpuses_co_corpus__vote_idx", + ), + migrations.RenameIndex( + model_name="corpusvote", + new_name="corpuses_co_creator_912c61_idx", + old_name="corpuses_co_creator_idx", + ), + migrations.RenameIndex( + model_name="corpusvote", + new_name="corpuses_co_session_4e4eaf_idx", + old_name="corpuses_co_session_idx", + ), + migrations.AlterField( + model_name="corpusvote", + name="backend_lock", + field=models.BooleanField(db_index=True, default=False), + ), + ] From bd0b01d16d964faec27e0d24872e99e69b4ee746 Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 00:50:51 -0500 Subject: [PATCH 04/10] Add governanceGraph GraphQL query: corpus-scoped reference web (node-link) MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit First integration step from the PR callout, unblocked by #1969's merge. Mirrors demo/export_governance_graph.py in-app: - GovernanceGraphService (enrichment/services/governance_graph_service.py) assembles nodes (documents + external-citation ghosts) and mention- weighted LAW / LAW_EXTERNAL / DOCUMENT edges from corpus-as-gate CorpusReference rows + permission-filtered DocumentRelationships. - Visibility: corpus READ gates the query; every surfaced document is independently READ-checked — invisible sources drop their edges, invisible targets degrade to ghost nodes (no title leak), and only visible target corpora are listed. - Resolver in annotation_queries.py only encodes relay ids (E001 green); degree-ranked node cap GOVERNANCE_GRAPH_MAX_NODES=200 with full-graph counts + truncated flag, mirroring corpusDocumentGraph's contract. - Graph vocabulary constants in enrichment/constants.py; 6 tests in test_governance_graph.py incl. ghost-degradation and empty-graph visibility paths. --- changelog.d/governance-graph-query.added.md | 19 ++ config/graphql/annotation_queries.py | 119 ++++++++- config/graphql/annotation_types.py | 82 ++++++ config/graphql/graphene_types.py | 4 + opencontractserver/constants/stats.py | 7 + opencontractserver/enrichment/constants.py | 13 + .../enrichment/services/__init__.py | 5 +- .../services/governance_graph_service.py | 241 ++++++++++++++++++ .../tests/test_governance_graph.py | 210 +++++++++++++++ 9 files changed, 698 insertions(+), 2 deletions(-) create mode 100644 changelog.d/governance-graph-query.added.md create mode 100644 opencontractserver/enrichment/services/governance_graph_service.py create mode 100644 opencontractserver/tests/test_governance_graph.py diff --git a/changelog.d/governance-graph-query.added.md b/changelog.d/governance-graph-query.added.md new file mode 100644 index 000000000..d8ebbde87 --- /dev/null +++ b/changelog.d/governance-graph-query.added.md @@ -0,0 +1,19 @@ +- **`governanceGraph` GraphQL query** — the corpus-scoped reference web in + node-link form, the in-app successor to `demo/export_governance_graph.py` + (first integration step from #1976's callout). Nodes are documents (filing + primaries, exhibits, statute sections) plus "ghost" nodes for law citations + with no visible target document; edges are mention-weighted `LAW` (resolved, + possibly cross-corpus), `LAW_EXTERNAL` (rolled up to the citation's section + root), and `DOCUMENT` (`DocumentRelationship` rollups). + - Graph assembly lives in + `opencontractserver/enrichment/services/governance_graph_service.py`; + the resolver (`config/graphql/annotation_queries.py`) only encodes relay + ids — no inline Tier-0 (E001 green). + - Visibility: corpus READ gates the query (invisible corpus → empty graph); + every surfaced document is independently READ-checked — invisible source + documents drop their edges, invisible target documents degrade to external + ghost nodes so titles never leak, and only READ-visible target corpora are + listed (pinned by `opencontractserver/tests/test_governance_graph.py`). + - Node lists are degree-capped at `GOVERNANCE_GRAPH_MAX_NODES` (200, + `opencontractserver/constants/stats.py`) with full-graph counts + + `truncated` flag, mirroring `corpusDocumentGraph`'s contract. diff --git a/config/graphql/annotation_queries.py b/config/graphql/annotation_queries.py index bcfec3f88..b9dd37d5e 100644 --- a/config/graphql/annotation_queries.py +++ b/config/graphql/annotation_queries.py @@ -13,13 +13,17 @@ from graphene_django.filter import DjangoFilterConnectionField from graphql import GraphQLError from graphql_jwt.decorators import login_required -from graphql_relay import from_global_id +from graphql_relay import from_global_id, to_global_id from config.graphql.filters import LabelFilter, LabelsetFilter, RelationshipFilter from config.graphql.graphene_types import ( AnnotationLabelType, AnnotationType, CorpusReferenceType, + GovernanceGraphCorpusType, + GovernanceGraphEdgeType, + GovernanceGraphNodeType, + GovernanceGraphType, LabelSetType, NoteType, PageAwareAnnotationType, @@ -38,7 +42,9 @@ DOCUMENT_ANNOTATION_INDEX_LIMIT, MANUAL_ANNOTATION_SENTINEL, ) +from opencontractserver.constants.stats import GOVERNANCE_GRAPH_MAX_NODES from opencontractserver.documents.models import Document +from opencontractserver.enrichment import constants as enrichment_constants from opencontractserver.shared.services.base import BaseService from opencontractserver.types.enums import LabelType @@ -72,6 +78,117 @@ def resolve_corpus_references(self, info, corpus_id, **kwargs) -> Any: qs = qs.filter(canonical_key=kwargs["canonical_key"]) return qs + governance_graph = graphene.Field( + GovernanceGraphType, + corpus_id=graphene.ID(required=True), + limit=graphene.Int(required=False), + description=( + "The corpus-scoped reference web in node-link form: documents, " + "statute sections, and external-citation ghost nodes, with " + "mention-weighted LAW / LAW_EXTERNAL / DOCUMENT edges. Powers the " + "Governance Graph panel on the Corpus Intelligence home." + ), + ) + + @graphql_ratelimit_dynamic(get_rate=get_user_tier_rate("READ_MEDIUM")) + def resolve_governance_graph(self, info, corpus_id, limit=None) -> Any: + """Build the governance graph through ``GovernanceGraphService``. + + All visibility decisions (corpus READ gate, per-document READ checks, + ghost degradation for invisible targets) live in the service; this + resolver only translates raw PKs / canonical keys into relay ids. + """ + # Function-local service import (services import GraphQL types + # transitively — module-level import would cycle). + from opencontractserver.enrichment.services import GovernanceGraphService + + empty = GovernanceGraphType( + corpora=[], + nodes=[], + edges=[], + document_count=0, + external_key_count=0, + edge_count=0, + mention_count=0, + truncated=False, + ) + + corpus_pk = from_global_id(corpus_id)[1] + # Malformed/empty global ids decode to a non-numeric pk; treat as + # not-found (empty graph) rather than erroring. + if not str(corpus_pk).isdigit(): + return empty + + node_cap = GOVERNANCE_GRAPH_MAX_NODES + if limit is not None and 0 < limit < node_cap: + node_cap = limit + + data = GovernanceGraphService.build( + info.context.user, int(corpus_pk), node_cap, request=info.context + ) + if data is None: + return empty + + def _node_id(endpoint) -> str: + kind, val = endpoint + if kind == "doc": + return to_global_id("DocumentType", val) + return f"key:{val}" + + nodes = [ + GovernanceGraphNodeType( + id=to_global_id("DocumentType", n["doc_pk"]), + document_id=to_global_id("DocumentType", n["doc_pk"]), + title=n["title"], + kind=n["kind"], + corpus_id=( + to_global_id("CorpusType", n["corpus_pk"]) + if n["corpus_pk"] + else None + ), + authority=n["authority"], + degree=n["degree"], + ) + for n in data["doc_nodes"] + ] + [ + GovernanceGraphNodeType( + id=f"key:{g['key']}", + document_id=None, + title=g["key"], + kind=enrichment_constants.GRAPH_NODE_EXTERNAL, + corpus_id=None, + authority=g["authority"], + degree=g["degree"], + ) + for g in data["ghost_nodes"] + ] + + return GovernanceGraphType( + corpora=[ + GovernanceGraphCorpusType( + id=to_global_id("CorpusType", c["corpus_pk"]), + title=c["title"], + kind=c["kind"], + ) + for c in data["corpora"] + ], + nodes=nodes, + edges=[ + GovernanceGraphEdgeType( + source=_node_id(e["source"]), + target=_node_id(e["target"]), + edge_type=e["edge_type"], + weight=e["weight"], + ) + for e in data["edges"] + ], + document_count=data["document_count"], + external_key_count=data["external_key_count"], + edge_count=data["edge_count"], + mention_count=data["mention_count"], + truncated=data["truncated"], + ) + # ANNOTATION RESOLVERS ##################################### annotations = DjangoConnectionField( AnnotationType, diff --git a/config/graphql/annotation_types.py b/config/graphql/annotation_types.py index c842d34f5..456a0dc80 100644 --- a/config/graphql/annotation_types.py +++ b/config/graphql/annotation_types.py @@ -63,6 +63,88 @@ class Meta: connection_class = CountableConnection +class GovernanceGraphCorpusType(graphene.ObjectType): + """A corpus participating in the governance graph (filing or authority).""" + + id = graphene.ID(required=True, description="Global CorpusType id.") + title = graphene.String() + kind = graphene.String( + required=True, description='"filing" or "authority" (cited body of law).' + ) + + +class GovernanceGraphNodeType(graphene.ObjectType): + """One governance-graph node: a document or an external-citation ghost.""" + + id = graphene.String( + required=True, + description=( + "Node id: the global DocumentType id for document nodes, or " + '"key:" for external ghost nodes.' + ), + ) + document_id = graphene.ID( + description="Global DocumentType id (null for external ghost nodes)." + ) + title = graphene.String( + description="Document title, or the canonical key for ghost nodes." + ) + kind = graphene.String( + required=True, description='"primary", "exhibit", "statute" or "external".' + ) + corpus_id = graphene.ID( + description="Global CorpusType id of the node's corpus (null for ghosts)." + ) + authority = graphene.String( + description='Body-of-law key prefix (e.g. "dgcl") for statute/ghost nodes.' + ) + degree = graphene.Int( + required=True, description="Summed mention weight of edges touching the node." + ) + + +class GovernanceGraphEdgeType(graphene.ObjectType): + """One weighted reference edge between two governance-graph nodes.""" + + source = graphene.String(required=True, description="Source node id.") + target = graphene.String(required=True, description="Target node id.") + edge_type = graphene.String( + required=True, description='"LAW", "LAW_EXTERNAL" or "DOCUMENT".' + ) + weight = graphene.Int(required=True, description="Mention count.") + + +class GovernanceGraphType(graphene.ObjectType): + """The corpus-scoped reference web in node-link form. + + Built by ``GovernanceGraphService`` from corpus-as-gate ``CorpusReference`` + rows + permission-filtered ``DocumentRelationship`` rows, with every + surfaced document independently READ-checked (invisible targets degrade to + external ghost nodes). Counts describe the full visible graph; the + node/edge lists may be degree-capped (``truncated``). + """ + + corpora = graphene.List(graphene.NonNull(GovernanceGraphCorpusType), required=True) + nodes = graphene.List(graphene.NonNull(GovernanceGraphNodeType), required=True) + edges = graphene.List(graphene.NonNull(GovernanceGraphEdgeType), required=True) + document_count = graphene.Int( + required=True, description="Distinct visible document nodes (pre-cap)." + ) + external_key_count = graphene.Int( + required=True, description="Distinct external ghost nodes (pre-cap)." + ) + edge_count = graphene.Int( + required=True, description="Distinct edges in the full graph (pre-cap)." + ) + mention_count = graphene.Int( + required=True, description="Total reference mentions across all edges." + ) + truncated = graphene.Boolean( + required=True, + description="True when nodes/edges were dropped to honor the node cap.", + ) + + class RelationInputType(AnnotatePermissionsForReadMixin, graphene.InputObjectType): id = graphene.String() source_ids = graphene.List(graphene.String) diff --git a/config/graphql/graphene_types.py b/config/graphql/graphene_types.py index ffddf287f..518d13b04 100644 --- a/config/graphql/graphene_types.py +++ b/config/graphql/graphene_types.py @@ -20,6 +20,10 @@ AnnotationLabelType, AnnotationType, CorpusReferenceType, + GovernanceGraphCorpusType, + GovernanceGraphEdgeType, + GovernanceGraphNodeType, + GovernanceGraphType, LabelSetType, NoteRevisionType, NoteType, diff --git a/opencontractserver/constants/stats.py b/opencontractserver/constants/stats.py index f6e6af95f..6ff794105 100644 --- a/opencontractserver/constants/stats.py +++ b/opencontractserver/constants/stats.py @@ -28,3 +28,10 @@ # How many distinct annotation labels to surface in the IntelligencePanel's # label-distribution mini-chart before collapsing the long tail. CORPUS_INTELLIGENCE_LABEL_DISTRIBUTION_TOP_N = 8 + +# Node cap for the corpus-scoped governance graph (reference web: documents, +# statute sections, and external-citation ghosts). Larger than the +# relationship-glimpse cap because the governance panel is a dedicated +# full-bleed visualization, not a landing-page card; nodes are ranked by +# degree (summed mention weight) and the rest summarised via ``truncated``. +GOVERNANCE_GRAPH_MAX_NODES = 200 diff --git a/opencontractserver/enrichment/constants.py b/opencontractserver/enrichment/constants.py index 8f7e87547..261223a9d 100644 --- a/opencontractserver/enrichment/constants.py +++ b/opencontractserver/enrichment/constants.py @@ -61,6 +61,19 @@ ENRICHMENT_ANALYZER_ID = "corpus-reference-enrichment" ENRICHMENT_ANALYZER_TITLE = "Corpus Reference Enrichment" +# Governance-graph vocabulary (node kinds / edge types / corpus roles) — the +# contract between GovernanceGraphService, the GraphQL types, and the frontend +# panel. Mirrors demo/export_governance_graph.py. +GRAPH_EDGE_LAW = "LAW" # resolved law citation -> statute document +GRAPH_EDGE_LAW_EXTERNAL = "LAW_EXTERNAL" # citation with no visible target doc +GRAPH_EDGE_DOCUMENT = "DOCUMENT" # DocumentRelationship rollup (doc -> doc) +GRAPH_NODE_PRIMARY = "primary" +GRAPH_NODE_EXHIBIT = "exhibit" +GRAPH_NODE_STATUTE = "statute" +GRAPH_NODE_EXTERNAL = "external" # ghost node for an unresolved canonical key +GRAPH_CORPUS_FILING = "filing" +GRAPH_CORPUS_AUTHORITY = "authority" + # Defaults / thresholds. DEFAULT_SAMPLE_N = 10 MAX_DEFINED_TERMS = 50 # cap to control precision/volume in v1 diff --git a/opencontractserver/enrichment/services/__init__.py b/opencontractserver/enrichment/services/__init__.py index 8fb8a233d..484ea3f64 100644 --- a/opencontractserver/enrichment/services/__init__.py +++ b/opencontractserver/enrichment/services/__init__.py @@ -9,5 +9,8 @@ CorpusReferenceService, ) from opencontractserver.enrichment.services.enrichment_service import EnrichmentService +from opencontractserver.enrichment.services.governance_graph_service import ( + GovernanceGraphService, +) -__all__ = ["CorpusReferenceService", "EnrichmentService"] +__all__ = ["CorpusReferenceService", "EnrichmentService", "GovernanceGraphService"] diff --git a/opencontractserver/enrichment/services/governance_graph_service.py b/opencontractserver/enrichment/services/governance_graph_service.py new file mode 100644 index 000000000..e606df3f2 --- /dev/null +++ b/opencontractserver/enrichment/services/governance_graph_service.py @@ -0,0 +1,241 @@ +"""Build the corpus-scoped governance graph (the in-app reference web). + +Mirrors ``demo/export_governance_graph.py``, restricted to one source corpus +and enforced through the permission model: + +* **nodes** — documents (filing primaries, exhibits, statute sections) plus + "ghost" nodes for law citations with no *visible* target document. +* **edges** — resolved LAW links (possibly cross-corpus), EXTERNAL law + citations (rolled up to their section root), and ``DocumentRelationship`` + rows — weighted by mention count. + +Visibility rules: + +* The source corpus must be READ-visible or the build returns ``None``. +* Reference rows are corpus-as-gate (``CorpusReferenceService``), but every + *document* surfaced as a node must itself be READ-visible: invisible source + documents drop their edges entirely; invisible target documents degrade to + external ghost nodes so titles never leak. +* Only READ-visible target corpora are listed in ``corpora``. + +The service returns plain data keyed by raw PKs / canonical keys; the GraphQL +resolver owns the relay global-id encoding. Node endpoints are ``("doc", pk)`` +or ``("key", canonical_key)`` tuples. +""" + +from __future__ import annotations + +from collections import Counter +from typing import Any + +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document +from opencontractserver.documents.services import DocumentRelationshipService +from opencontractserver.enrichment import constants as C +from opencontractserver.enrichment.services.corpus_reference_service import ( + CorpusReferenceService, +) +from opencontractserver.shared.services.base import BaseService + +Endpoint = tuple[str, Any] # ("doc", pk) | ("key", canonical_key) + + +class GovernanceGraphService: + """Assemble the node-link governance graph for one corpus.""" + + @classmethod + def build( + cls, + user, + corpus_pk: int, + node_cap: int, + *, + request: Any = None, + ) -> dict | None: + """Return the graph as plain data, or ``None`` for an invisible corpus. + + Counts (``document_count`` / ``external_key_count`` / ``edge_count`` / + ``mention_count``) describe the FULL visible graph; ``truncated`` + signals that the node/edge lists were capped to ``node_cap`` by + degree rank. + """ + from opencontractserver.enrichment.authorities import candidate_keys + + corpus = ( + BaseService.filter_visible(Corpus, user, request=request) + .filter(id=corpus_pk) + .first() + ) + if corpus is None: + return None + + ref_rows = list( + CorpusReferenceService.for_corpus(user, corpus_pk) + .filter(reference_type=C.REF_LAW) + .exclude(canonical_key=None) + .values_list( + "source_annotation__document_id", + "target_document_id", + "target_corpus_id", + "canonical_key", + ) + ) + rel_rows = list( + DocumentRelationshipService.get_visible_relationships( + user, corpus_id=corpus_pk, request=request + ).values_list("source_document_id", "target_document_id") + ) + + # Every document surfaced as a node must itself be READ-visible. + # (Relationship endpoints already are — the service enforces it.) + candidate_doc_ids = {src for src, _t, _c, _k in ref_rows if src} | { + tgt for _s, tgt, _c, _k in ref_rows if tgt + } + visible_doc_ids = set( + BaseService.filter_visible(Document, user, request=request) + .filter(id__in=candidate_doc_ids) + .values_list("id", flat=True) + ) + + edge_weight: Counter = Counter() # (src_endpoint, tgt_endpoint, type) -> w + doc_corpus: dict[int, int | None] = {} + target_corpus_ids: set[int] = set() + + for src, tgt, tgt_corpus, key in ref_rows: + if not src or src not in visible_doc_ids: + continue # invisible source: no edge, no title leak + doc_corpus.setdefault(src, corpus_pk) + if tgt == src: + continue # self-citation ("this section") — no edge to draw + if tgt and tgt in visible_doc_ids: + edge_weight[(("doc", src), ("doc", tgt), C.GRAPH_EDGE_LAW)] += 1 + doc_corpus.setdefault(tgt, tgt_corpus) + if tgt_corpus: + target_corpus_ids.add(tgt_corpus) + else: + # Unresolved — or resolved but invisible to this user: degrade + # to a ghost keyed by the citation's section root so subsection + # variants share one node. + root = candidate_keys(key)[-1] + edge_weight[ + (("doc", src), ("key", root), C.GRAPH_EDGE_LAW_EXTERNAL) + ] += 1 + + for src, tgt in rel_rows: + edge_weight[(("doc", src), ("doc", tgt), C.GRAPH_EDGE_DOCUMENT)] += 1 + doc_corpus.setdefault(src, corpus_pk) + doc_corpus.setdefault(tgt, corpus_pk) + + degree: Counter = Counter() + for (src_ep, tgt_ep, _t), w in edge_weight.items(): + degree[src_ep] += w + degree[tgt_ep] += w + + node_doc_ids = {val for kind, val in degree if kind == "doc"} + ghost_keys = {val for kind, val in degree if kind == "key"} + + docs = { + d.id: d + for d in Document.objects.filter(id__in=node_doc_ids).only( + "id", "title", "custom_meta" + ) + } + + # Corpora the graph reaches: the queried corpus plus READ-visible + # resolved-target corpora. An invisible target corpus is never listed + # (its documents degraded to ghosts above, so it has no nodes either). + listed_corpora = {corpus.id: corpus} + if target_corpus_ids - {corpus.id}: + for c in BaseService.filter_visible(Corpus, user, request=request).filter( + id__in=target_corpus_ids - {corpus.id} + ): + listed_corpora[c.id] = c + + corpora = [ + { + "corpus_pk": c.id, + "title": c.title, + # A corpus cited by the graph's own references is an authority + # (statutes citing statutes classify the queried corpus too). + "kind": ( + C.GRAPH_CORPUS_AUTHORITY + if c.id in target_corpus_ids + else C.GRAPH_CORPUS_FILING + ), + } + for c in listed_corpora.values() + ] + + doc_nodes = [] + for doc_pk in node_doc_ids: + doc = docs.get(doc_pk) + if doc is None: + continue + meta = doc.custom_meta if isinstance(doc.custom_meta, dict) else {} + if meta.get("canonical_key"): + kind = C.GRAPH_NODE_STATUTE + elif "exhibit" in (doc.title or "").lower(): + kind = C.GRAPH_NODE_EXHIBIT + else: + kind = C.GRAPH_NODE_PRIMARY + node_corpus = doc_corpus.get(doc_pk) + doc_nodes.append( + { + "doc_pk": doc_pk, + "title": doc.title, + "kind": kind, + "corpus_pk": node_corpus if node_corpus in listed_corpora else None, + "authority": meta.get("authority"), + "degree": degree[("doc", doc_pk)], + } + ) + ghost_nodes = [ + { + "key": key, + "authority": key.split(":", 1)[0], + "degree": degree[("key", key)], + } + for key in sorted(ghost_keys) + ] + + # Full-graph stats, then degree-ranked truncation for the payload. + document_count = len(doc_nodes) + external_key_count = len(ghost_nodes) + edge_count = len(edge_weight) + mention_count = sum(edge_weight.values()) + + truncated = (document_count + external_key_count) > node_cap + if truncated: + ranked: list[Endpoint] = [ep for ep, _w in degree.most_common()][:node_cap] + kept = set(ranked) + doc_nodes = [n for n in doc_nodes if ("doc", n["doc_pk"]) in kept] + ghost_nodes = [n for n in ghost_nodes if ("key", n["key"]) in kept] + edge_weight = Counter( + { + (s, t, ty): w + for (s, t, ty), w in edge_weight.items() + if s in kept and t in kept + } + ) + + edges = [ + {"source": src_ep, "target": tgt_ep, "edge_type": etype, "weight": w} + for (src_ep, tgt_ep, etype), w in sorted( + edge_weight.items(), + # Endpoints mix int and str payloads — stringify for a stable, + # type-safe ordering. + key=lambda kv: (str(kv[0][0]), str(kv[0][1]), kv[0][2]), + ) + ] + + return { + "corpora": corpora, + "doc_nodes": doc_nodes, + "ghost_nodes": ghost_nodes, + "edges": edges, + "document_count": document_count, + "external_key_count": external_key_count, + "edge_count": edge_count, + "mention_count": mention_count, + "truncated": truncated, + } diff --git a/opencontractserver/tests/test_governance_graph.py b/opencontractserver/tests/test_governance_graph.py new file mode 100644 index 000000000..8234ea560 --- /dev/null +++ b/opencontractserver/tests/test_governance_graph.py @@ -0,0 +1,210 @@ +"""Tests for the corpus-scoped governanceGraph GraphQL query. + +The governance graph is the in-app surface of the reference web: nodes are +documents (filing primaries, exhibits, statute sections) plus "ghost" nodes +for still-EXTERNAL law citations; edges are resolved LAW links (possibly +cross-corpus), EXTERNAL law citations, and ``DocumentRelationship`` rows — +weighted by mention count. Mirrors ``demo/export_governance_graph.py``, +visibility-enforced through the service layer. +""" + +from django.contrib.auth import get_user_model +from django.core.files.base import ContentFile +from django.test import TestCase +from graphql_relay import to_global_id + +from opencontractserver.corpuses.models import Corpus +from opencontractserver.documents.models import Document +from opencontractserver.enrichment.authorities import ( + AuthorityCorpusBootstrapper, + AuthoritySection, +) +from opencontractserver.enrichment.services import EnrichmentService + +User = get_user_model() + +S1_TEXT = ( + "Indemnification is provided under Section 145 of the Delaware General " + "Corporation Law. As permitted by Section 145 of the Delaware General " + "Corporation Law, our charter limits liability. We are also governed by " + "Section 203 of the Delaware General Corporation Law. The form of " + "underwriting agreement is filed as Exhibit 1.1 hereto." +) + +GRAPH_QUERY = """ + query ($cid: ID!) { + governanceGraph(corpusId: $cid) { + corpora { id title kind } + nodes { id documentId title kind corpusId authority degree } + edges { source target edgeType weight } + documentCount + externalKeyCount + edgeCount + mentionCount + truncated + } + } +""" + + +class _Ctx: + def __init__(self, user): + self.user = user + + +def _run_graph(user, corpus_pk): + from graphene.test import Client + + from config.graphql.schema import schema + + return Client(schema, context_value=_Ctx(user)).execute( + GRAPH_QUERY, variables={"cid": to_global_id("CorpusType", corpus_pk)} + ) + + +class GovernanceGraphTests(TestCase): + """Happy-path graph composition for a filing corpus with a linked authority.""" + + def setUp(self): + self.user = User.objects.create_user(username="owner", password="p") + self.corpus = Corpus.objects.create(title="S-1 Corpus", creator=self.user) + self.primary = Document.objects.create( + title="Acme Inc. S-1 (2026-01-01)", creator=self.user + ) + self.primary.txt_extract_file.save( + "s1.txt", ContentFile(S1_TEXT.encode("utf-8")) + ) + self.exhibit = Document.objects.create( + title="Acme Inc. S-1 (2026-01-01) - Exhibit 1.1: EX-1.1", + creator=self.user, + ) + self.exhibit.txt_extract_file.save("ex.txt", ContentFile(b"Underwriting.")) + self.corpus.add_document(document=self.primary, user=self.user) + self.corpus.add_document(document=self.exhibit, user=self.user) + # `add_document` creates corpus-local copies — enrichment resolves to + # those, so the graph must be asserted against the in-corpus ids. + self.primary_id, self.exhibit_id = ( + self.corpus.document_paths.filter( + is_current=True, document__title=t + ).values_list("document_id", flat=True)[0] + for t in (self.primary.title, self.exhibit.title) + ) + + EnrichmentService().apply(corpus_id=self.corpus.id, creator_id=self.user.id) + # Authority covers § 145 only — § 203 stays an EXTERNAL ghost. + auth = AuthorityCorpusBootstrapper().bootstrap( + creator_id=self.user.id, + corpus_title="Delaware General Corporation Law", + sections=[ + AuthoritySection( + key="dgcl:145", heading="DGCL § 145", text="Indemnification." + ), + ], + ) + self.auth_corpus_id = auth["corpus_id"] + EnrichmentService().link_external_references( + corpus_id=self.corpus.id, creator_id=self.user.id + ) + self.statute_id = ( + Corpus.objects.get(pk=self.auth_corpus_id) + .document_paths.filter(is_current=True) + .values_list("document_id", flat=True)[0] + ) + + def _graph(self): + result = _run_graph(self.user, self.corpus.id) + assert result.get("errors") is None, result.get("errors") + return result["data"]["governanceGraph"] + + def _node_by_id(self, graph, node_id): + return next(n for n in graph["nodes"] if n["id"] == node_id) + + def test_nodes_cover_documents_and_external_ghosts(self): + graph = self._graph() + primary_gid = to_global_id("DocumentType", self.primary_id) + exhibit_gid = to_global_id("DocumentType", self.exhibit_id) + statute_gid = to_global_id("DocumentType", self.statute_id) + + primary = self._node_by_id(graph, primary_gid) + assert primary["kind"] == "primary" + assert primary["documentId"] == primary_gid + assert primary["corpusId"] == to_global_id("CorpusType", self.corpus.id) + + assert self._node_by_id(graph, exhibit_gid)["kind"] == "exhibit" + + statute = self._node_by_id(graph, statute_gid) + assert statute["kind"] == "statute" + assert statute["authority"] == "dgcl" + assert statute["corpusId"] == to_global_id("CorpusType", self.auth_corpus_id) + + ghost = self._node_by_id(graph, "key:dgcl:203") + assert ghost["kind"] == "external" + assert ghost["documentId"] is None + assert ghost["authority"] == "dgcl" + assert ghost["title"] == "dgcl:203" + + def test_edges_weighted_by_mention_count(self): + graph = self._graph() + primary_gid = to_global_id("DocumentType", self.primary_id) + statute_gid = to_global_id("DocumentType", self.statute_id) + exhibit_gid = to_global_id("DocumentType", self.exhibit_id) + + by_key = {(e["source"], e["target"], e["edgeType"]): e for e in graph["edges"]} + law = by_key[(primary_gid, statute_gid, "LAW")] + assert law["weight"] == 2 # § 145 cited twice + external = by_key[(primary_gid, "key:dgcl:203", "LAW_EXTERNAL")] + assert external["weight"] == 1 + assert (primary_gid, exhibit_gid, "DOCUMENT") in by_key + + # Degree = sum of weights touching the node. + primary = self._node_by_id(graph, primary_gid) + doc_weight = by_key[(primary_gid, exhibit_gid, "DOCUMENT")]["weight"] + assert primary["degree"] == 2 + 1 + doc_weight + + def test_corpora_classified_filing_vs_authority(self): + graph = self._graph() + kinds = {c["id"]: c["kind"] for c in graph["corpora"]} + assert kinds[to_global_id("CorpusType", self.corpus.id)] == "filing" + assert kinds[to_global_id("CorpusType", self.auth_corpus_id)] == "authority" + + def test_stats(self): + graph = self._graph() + assert graph["documentCount"] == 3 # primary, exhibit, statute + assert graph["externalKeyCount"] == 1 # dgcl:203 + assert graph["edgeCount"] == len(graph["edges"]) + assert graph["mentionCount"] == sum(e["weight"] for e in graph["edges"]) + assert graph["truncated"] is False + + def test_invisible_corpus_returns_empty_graph(self): + stranger = User.objects.create_user(username="stranger", password="p") + result = _run_graph(stranger, self.corpus.id) + assert result.get("errors") is None, result.get("errors") + graph = result["data"]["governanceGraph"] + assert graph["nodes"] == [] + assert graph["edges"] == [] + assert graph["documentCount"] == 0 + + def test_invisible_authority_target_degrades_to_external_ghost(self): + # A reader of the (public) filing corpus who cannot see the private + # authority corpus must get a ghost node — not the statute document. + reader = User.objects.create_user(username="reader", password="p") + self.corpus.is_public = True + self.corpus.save() + Document.objects.filter(id__in=[self.primary_id, self.exhibit_id]).update( + is_public=True + ) + + result = _run_graph(reader, self.corpus.id) + assert result.get("errors") is None, result.get("errors") + graph = result["data"]["governanceGraph"] + + statute_gid = to_global_id("DocumentType", self.statute_id) + node_ids = {n["id"] for n in graph["nodes"]} + assert statute_gid not in node_ids + assert "key:dgcl:145" in node_ids # degraded to ghost, rolled to root + edge_types = {(e["source"], e["target"]): e["edgeType"] for e in graph["edges"]} + primary_gid = to_global_id("DocumentType", self.primary_id) + assert edge_types[(primary_gid, "key:dgcl:145")] == "LAW_EXTERNAL" + # The private authority corpus must not be listed. + corpus_ids = {c["id"] for c in graph["corpora"]} + assert to_global_id("CorpusType", self.auth_corpus_id) not in corpus_ids From 296423e3aa4fe6e2ce389f27ed2d2b380fb54c90 Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 01:16:24 -0500 Subject: [PATCH 05/10] Address review: fix link_url 404s + Retry-as-FAILED; batch queries; cleanups MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit - link_url wrote /corpus/{id}/document/{id} — no frontend route serves that shape (catch-all 404). Writer + link_external_references now emit the canonical /d/{corpus.creator.slug}/{corpus.slug}/{doc.slug} path via utils/frontend_paths.document_in_corpus_path; cross-corpus law links point into the authority corpus; missing slugs skip the link. - corpus_analyzer_task re-raises celery Retry untouched (it extends Exception and was being stamped FAILED before the retry ran); regression test pins RUNNING surviving a retry. - Perf: OC_SECTION annotations fetched once per corpus (was per doc); _link_external uses two bulk_updates instead of O(N) saves. - WriteResult uses field(default_factory=list) (drops type: ignore); CorpusReferenceService extends BaseService; comment documents the two Analysis provenance paths in _get_analysis. --- changelog.d/enrichment-review-fixes.fixed.md | 18 +++++ .../services/corpus_reference_service.py | 3 +- .../enrichment/services/enrichment_service.py | 75 ++++++++++++++----- opencontractserver/enrichment/writer.py | 31 +++++--- opencontractserver/shared/decorators.py | 10 +++ .../test_enrichment_analyzer_integration.py | 20 +++++ .../tests/test_enrichment_linking.py | 6 +- .../tests/test_enrichment_writer.py | 9 ++- opencontractserver/utils/frontend_paths.py | 28 +++++++ 9 files changed, 166 insertions(+), 34 deletions(-) create mode 100644 changelog.d/enrichment-review-fixes.fixed.md create mode 100644 opencontractserver/utils/frontend_paths.py diff --git a/changelog.d/enrichment-review-fixes.fixed.md b/changelog.d/enrichment-review-fixes.fixed.md new file mode 100644 index 000000000..48c31de88 --- /dev/null +++ b/changelog.d/enrichment-review-fixes.fixed.md @@ -0,0 +1,18 @@ +- **Enrichment mention links no longer 404** — the writer and + `link_external_references` wrote `link_url` as `/corpus/{id}/document/{id}`, + a shape no frontend route serves (it falls into the `*` catch-all → 404). + They now emit the canonical slug path + `/d/{corpus.creator.slug}/{corpus.slug}/{document.slug}` via the new + `opencontractserver/utils/frontend_paths.py::document_in_corpus_path` + helper (mirrors the frontend's `buildCanonicalPath`); cross-corpus law + links point into the authority corpus. Links with missing slugs are + skipped rather than written broken. +- **`@corpus_analyzer_task` no longer marks a retrying Analysis FAILED** + (`opencontractserver/shared/decorators.py`) — `celery.exceptions.Retry` + extends `Exception`, so the wrapper's failure branch stamped + `Analysis.status=FAILED` before the retry ran. `Retry` is now re-raised + untouched, mirroring `doc_analyzer_task`; regression test pins the + RUNNING status surviving a retry. +- **Enrichment perf**: OC_SECTION lookups batched to one query per corpus + (was one per document), and `link_external_references` collapses O(N) + row-by-row saves into two `bulk_update` calls (refs + mentions). diff --git a/opencontractserver/enrichment/services/corpus_reference_service.py b/opencontractserver/enrichment/services/corpus_reference_service.py index e6ee8a053..ff869e802 100644 --- a/opencontractserver/enrichment/services/corpus_reference_service.py +++ b/opencontractserver/enrichment/services/corpus_reference_service.py @@ -8,9 +8,10 @@ from opencontractserver.annotations.models import CorpusReference from opencontractserver.corpuses.models import Corpus +from opencontractserver.shared.services.base import BaseService -class CorpusReferenceService: +class CorpusReferenceService(BaseService): """Read surface for CorpusReference rows.""" @staticmethod diff --git a/opencontractserver/enrichment/services/enrichment_service.py b/opencontractserver/enrichment/services/enrichment_service.py index ff61bf8ef..5649a15a5 100644 --- a/opencontractserver/enrichment/services/enrichment_service.py +++ b/opencontractserver/enrichment/services/enrichment_service.py @@ -16,6 +16,7 @@ from collections import Counter from django.contrib.auth import get_user_model +from django.utils import timezone from opencontractserver.analyzer.models import Analysis, Analyzer from opencontractserver.annotations.models import Annotation, CorpusReference @@ -32,6 +33,7 @@ from opencontractserver.enrichment.writer import EnrichmentWriter from opencontractserver.types.enums import JobStatus from opencontractserver.utils.files import read_field_file_text +from opencontractserver.utils.frontend_paths import document_in_corpus_path logger = logging.getLogger(__name__) User = get_user_model() @@ -53,11 +55,18 @@ def _load(self, corpus_id: int, creator_id: int): ) return user, corpus, documents - def _sections_for(self, doc_id: int) -> list[_SectionAnno]: + def _sections_by_doc(self, documents) -> dict[int, list[_SectionAnno]]: + """OC_SECTION annotations grouped by document — one query per corpus.""" + sections: dict[int, list[_SectionAnno]] = {} rows = Annotation.objects.filter( - document_id=doc_id, annotation_label__text=OC_SECTION_LABEL - ).values_list("id", "raw_text") - return [_SectionAnno(id=pk, raw_text=txt or "") for pk, txt in rows] + document_id__in=[d.id for d in documents], + annotation_label__text=OC_SECTION_LABEL, + ).values_list("id", "raw_text", "document_id") + for pk, txt, doc_id in rows: + sections.setdefault(doc_id, []).append( + _SectionAnno(id=pk, raw_text=txt or "") + ) + return sections def _resolutions(self, corpus, documents, types, user) -> list[Resolution]: from opencontractserver.enrichment.authorities import authority_alias_registry @@ -67,6 +76,7 @@ def _resolutions(self, corpus, documents, types, user) -> list[Resolution]: # The alias registry is corpus-data-driven (authority corpora declare # their own aliases) and visibility-scoped to the run user. extractor = ReferenceExtractor(authority_aliases=authority_alias_registry(user)) + sections_by_doc = self._sections_by_doc(documents) resolutions: list[Resolution] = [] for doc in documents: try: @@ -78,7 +88,7 @@ def _resolutions(self, corpus, documents, types, user) -> list[Resolution]: continue if not text: continue - sections = self._sections_for(doc.id) + sections = sections_by_doc.get(doc.id, []) # Authority documents know their own body of law — that context # keys relative citations ("§ 251 of this title") in statute text. meta = doc.custom_meta if isinstance(doc.custom_meta, dict) else {} @@ -149,6 +159,12 @@ def _get_analysis(self, corpus, creator_id: int) -> Analysis: "creator_id": creator_id, }, ) + # Two provenance paths: when ``apply`` runs via the analyzer framework + # (Celery), the @corpus_analyzer_task wrapper owns the Analysis and + # drives RUNNING -> COMPLETED/FAILED. This branch serves the direct + # agent-tool / service call, which runs synchronously inside ``apply`` + # — the Analysis is created already COMPLETED because there is no + # observable in-between state to report. return Analysis.objects.create( analyzer=analyzer, analyzed_corpus=corpus, @@ -218,7 +234,10 @@ def _link_external(self, user, corpus) -> dict: .select_related("source_annotation") ) target_cache: dict[str, Document | None] = {} - linked = 0 + corpus_cache: dict[int, Corpus] = {} + now = timezone.now() + updated_refs: list[CorpusReference] = [] + updated_mentions: list[Annotation] = [] for ref in refs: key = ref.canonical_key if not key: # queryset excludes None; guard for type-narrowing @@ -236,17 +255,35 @@ def _link_external(self, user, corpus) -> dict: ref.target_document = target ref.target_corpus_id = target_corpus_id ref.resolution_status = C.STATUS_RESOLVED - ref.save( - update_fields=[ - "target_document", - "target_corpus", - "resolution_status", - "modified", - ] - ) + # bulk_update bypasses auto_now — stamp ``modified`` explicitly. + ref.modified = now + updated_refs.append(ref) if target_corpus_id is not None: - mention = ref.source_annotation - mention.link_url = f"/corpus/{target_corpus_id}/document/{target.id}" - mention.save(update_fields=["link_url", "modified"]) - linked += 1 - return {"corpus_id": corpus.id, "law_references_linked": linked} + if target_corpus_id not in corpus_cache: + corpus_cache[target_corpus_id] = Corpus.objects.select_related( + "creator" + ).get(pk=target_corpus_id) + target_corpus = corpus_cache[target_corpus_id] + # Canonical slug path into the authority corpus — the only + # shape the frontend router serves (anything else 404s). + link_url = document_in_corpus_path( + corpus_creator_slug=target_corpus.creator.slug, + corpus_slug=target_corpus.slug, + document_slug=target.slug, + ) + if link_url: + mention = ref.source_annotation + mention.link_url = link_url + mention.modified = now + updated_mentions.append(mention) + + # Two queries instead of O(N) row-by-row saves (corpora carry + # hundreds-to-thousands of law references at demo scale). + if updated_refs: + CorpusReference.objects.bulk_update( + updated_refs, + ["target_document", "target_corpus", "resolution_status", "modified"], + ) + if updated_mentions: + Annotation.objects.bulk_update(updated_mentions, ["link_url", "modified"]) + return {"corpus_id": corpus.id, "law_references_linked": len(updated_refs)} diff --git a/opencontractserver/enrichment/writer.py b/opencontractserver/enrichment/writer.py index ee25dde26..25094ccb4 100644 --- a/opencontractserver/enrichment/writer.py +++ b/opencontractserver/enrichment/writer.py @@ -9,7 +9,7 @@ from __future__ import annotations import logging -from dataclasses import dataclass +from dataclasses import dataclass, field from django.db import transaction @@ -20,9 +20,10 @@ CorpusReference, Relationship, ) -from opencontractserver.documents.models import DocumentRelationship +from opencontractserver.documents.models import Document, DocumentRelationship from opencontractserver.enrichment import constants as C from opencontractserver.enrichment.resolver import Resolution +from opencontractserver.utils.frontend_paths import document_in_corpus_path logger = logging.getLogger(__name__) @@ -33,14 +34,8 @@ class WriteResult: relationships_created: int = 0 references_created: int = 0 document_relationships_created: int = 0 - annotation_ids: list[int] = None # type: ignore[assignment] - reference_ids: list[int] = None # type: ignore[assignment] - - def __post_init__(self): - if self.annotation_ids is None: - self.annotation_ids = [] - if self.reference_ids is None: - self.reference_ids = [] + annotation_ids: list[int] = field(default_factory=list) + reference_ids: list[int] = field(default_factory=list) class EnrichmentWriter: @@ -51,6 +46,9 @@ def __init__(self, corpus, creator_id: int, analysis=None) -> None: self.creator_id = creator_id self.analysis = analysis self._label_cache: dict[tuple[str, str], object] = {} + # Target-document slugs, prefetched once per write() so mention links + # can carry the canonical /d/ path without a per-mention query. + self._doc_slugs: dict[int, str | None] = {} def _label(self, text: str, label_type: str): key = (text, label_type) @@ -81,7 +79,13 @@ def _get_or_create_mention(self, res: Resolution) -> tuple[Annotation, bool]: data["canonical_key"] = res.canonical_key link_url = None if res.target_document_id: - link_url = f"/corpus/{self.corpus.id}/document/{res.target_document_id}" + # Canonical slug path — the only shape the frontend router serves + # (any other form falls into the catch-all 404). + link_url = document_in_corpus_path( + corpus_creator_slug=self.corpus.creator.slug, + corpus_slug=self.corpus.slug, + document_slug=self._doc_slugs.get(res.target_document_id), + ) ann = Annotation( raw_text=cand.raw_text, @@ -104,6 +108,11 @@ def write(self, resolutions: list[Resolution]) -> WriteResult: result = WriteResult() rel_label = self._label(C.LABEL_RELATIONSHIP, RELATIONSHIP_LABEL) + target_ids = {r.target_document_id for r in resolutions if r.target_document_id} + self._doc_slugs = dict( + Document.objects.filter(id__in=target_ids).values_list("id", "slug") + ) + with transaction.atomic(): for res in resolutions: mention, created = self._get_or_create_mention(res) diff --git a/opencontractserver/shared/decorators.py b/opencontractserver/shared/decorators.py index e5571ca74..c9572b27f 100644 --- a/opencontractserver/shared/decorators.py +++ b/opencontractserver/shared/decorators.py @@ -442,6 +442,16 @@ def wrapper(self: Any, *args: Any, **kwargs: Any) -> Any: analysis.save() return result + except Retry: + # ``Retry`` extends ``Exception`` — re-raise untouched + # (mirroring doc_analyzer_task) so a transient retry does not + # permanently stamp the Analysis FAILED before the retry runs. + logger.info( + f"Retry in corpus_analyzer_task {func.__name__} for " + f"analysis {analysis_id}" + ) + raise + except Exception as e: logger.error( f"corpus_analyzer_task {func.__name__} failed for analysis " diff --git a/opencontractserver/tests/test_enrichment_analyzer_integration.py b/opencontractserver/tests/test_enrichment_analyzer_integration.py index a375adb75..18a6eb6b7 100644 --- a/opencontractserver/tests/test_enrichment_analyzer_integration.py +++ b/opencontractserver/tests/test_enrichment_analyzer_integration.py @@ -114,6 +114,26 @@ def test_failure_inside_function_records_error(self): assert analysis.status == JobStatus.FAILED.value assert "boom" in (analysis.error_message or "") + def test_celery_retry_does_not_mark_analysis_failed(self): + # ``Retry`` extends ``Exception`` — the wrapper must re-raise it + # untouched (mirroring doc_analyzer_task) so a transient retry does + # not permanently stamp the Analysis FAILED before the retry runs. + from celery.exceptions import Retry + + analysis = _make_analysis(self.user, self.corpus) + with patch( + "opencontractserver.enrichment.services.enrichment_service.EnrichmentService.apply", + side_effect=Retry("requeued"), + ): + with self.assertRaises(Retry): + corpus_reference_enrichment( + corpus_id=self.corpus.id, analysis_id=analysis.id + ) + + analysis.refresh_from_db() + assert analysis.status == JobStatus.RUNNING.value + assert analysis.error_message is None + def test_auto_sync_recognizes_adapter_without_duplicating(self): # Service-created row exists (friendly id, real task_name)... _make_analysis(self.user, self.corpus) diff --git a/opencontractserver/tests/test_enrichment_linking.py b/opencontractserver/tests/test_enrichment_linking.py index 4c8f0e07d..e587e4427 100644 --- a/opencontractserver/tests/test_enrichment_linking.py +++ b/opencontractserver/tests/test_enrichment_linking.py @@ -55,8 +55,12 @@ def test_link_upgrades_external_law_refs(self): assert ref.resolution_status == C.STATUS_RESOLVED assert ref.target_corpus_id == auth["corpus_id"] assert ref.target_document is not None + # Canonical in-app document path INTO THE AUTHORITY CORPUS (the slug + # shape the frontend router serves: /d/:userIdent/:corpusIdent/:docIdent). + auth_corpus = Corpus.objects.select_related("creator").get(pk=auth["corpus_id"]) assert ref.source_annotation.link_url == ( - f"/corpus/{auth['corpus_id']}/document/{ref.target_document_id}" + f"/d/{auth_corpus.creator.slug}/{auth_corpus.slug}" + f"/{ref.target_document.slug}" ) # No DGCL doc for the Securities Act citation -> still external. sa = CorpusReference.objects.get( diff --git a/opencontractserver/tests/test_enrichment_writer.py b/opencontractserver/tests/test_enrichment_writer.py index 1612e01d0..368e395ee 100644 --- a/opencontractserver/tests/test_enrichment_writer.py +++ b/opencontractserver/tests/test_enrichment_writer.py @@ -82,9 +82,14 @@ def test_apply_links_exhibit_reference_to_target_document(self): ).first() assert doc_ref is not None assert doc_ref.target_document_id == self.exhibit_in_corpus.id - # The mention annotation carries an in-app site-relative link. + # The mention annotation carries the canonical in-app document path + # (the slug shape the frontend router actually serves — see + # frontend/src/App.tsx /d/:userIdent/:corpusIdent/:docIdent). + self.corpus.refresh_from_db() + self.exhibit_in_corpus.refresh_from_db() assert doc_ref.source_annotation.link_url == ( - f"/corpus/{self.corpus.id}/document/{self.exhibit_in_corpus.id}" + f"/d/{self.corpus.creator.slug}/{self.corpus.slug}" + f"/{self.exhibit_in_corpus.slug}" ) def test_section_reference_creates_relationship_or_external_ref(self): diff --git a/opencontractserver/utils/frontend_paths.py b/opencontractserver/utils/frontend_paths.py new file mode 100644 index 000000000..b46afb87d --- /dev/null +++ b/opencontractserver/utils/frontend_paths.py @@ -0,0 +1,28 @@ +"""Canonical site-relative frontend paths for backend-written links. + +The frontend serves slug-shaped routes only (``frontend/src/App.tsx``): +``/d/:userIdent/:corpusIdent/:docIdent`` for a document in a corpus, with the +first segment being the CORPUS creator's slug (mirrors the frontend's +``buildCanonicalPath`` in ``navigationUtils.ts`` — corpus slugs are unique per +creator and the document slug resolves within that corpus). Any other shape +falls through to the ``*`` catch-all and renders the 404 page, so backend +writers must emit this canonical form. +""" + +from __future__ import annotations + + +def document_in_corpus_path( + *, + corpus_creator_slug: str | None, + corpus_slug: str | None, + document_slug: str | None, +) -> str | None: + """Return ``/d/{corpus_creator_slug}/{corpus_slug}/{document_slug}``. + + Returns ``None`` when any slug is missing — callers should skip the link + rather than write a path that 404s. + """ + if not (corpus_creator_slug and corpus_slug and document_slug): + return None + return f"/d/{corpus_creator_slug}/{corpus_slug}/{document_slug}" From c062d8d4f6ca63430b0d34cefbc48a1eb051444b Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 02:23:38 -0500 Subject: [PATCH 06/10] Remove demo/ from PR; keep local-only and gitignore it The governance-graph demo (bootstrap scripts, EDGAR importers, exported graph artifacts) is a local exploration aid, not production code. Untrack it from the branch and gitignore /demo/ so it stays on disk but out of PRs. --- .gitignore | 3 + demo/Readme.CAML.md | 112 - demo/authority_seeds/dgcl.json | 130 - demo/authority_seeds/exchange-act.json | 41 - demo/authority_seeds/ica.json | 15 - demo/authority_seeds/irc.json | 39 - demo/authority_seeds/sec-rule.json | 85 - demo/authority_seeds/securities-act.json | 46 - demo/bootstrap_authorities.py | 47 - demo/export_governance_graph.py | 205 - demo/governance_graph.html | 360 - demo/governance_graph.json | 8092 ---------------------- demo/governance_graph_final.png | Bin 3252458 -> 0 bytes demo/import_edgar_corpora.py | 66 - 14 files changed, 3 insertions(+), 9238 deletions(-) delete mode 100644 demo/Readme.CAML.md delete mode 100644 demo/authority_seeds/dgcl.json delete mode 100644 demo/authority_seeds/exchange-act.json delete mode 100644 demo/authority_seeds/ica.json delete mode 100644 demo/authority_seeds/irc.json delete mode 100644 demo/authority_seeds/sec-rule.json delete mode 100644 demo/authority_seeds/securities-act.json delete mode 100644 demo/bootstrap_authorities.py delete mode 100644 demo/export_governance_graph.py delete mode 100644 demo/governance_graph.html delete mode 100644 demo/governance_graph.json delete mode 100644 demo/governance_graph_final.png delete mode 100644 demo/import_edgar_corpora.py diff --git a/.gitignore b/.gitignore index 3d4c423e5..8d64bc517 100644 --- a/.gitignore +++ b/.gitignore @@ -214,3 +214,6 @@ docs/superpowers/ # Demo corpus-import zips (large binaries, staged locally from ~/Code/EDGARx2) demo/import_zips/ + +# Local-only governance-graph demo (kept on disk, excluded from PRs) +/demo/ diff --git a/demo/Readme.CAML.md b/demo/Readme.CAML.md deleted file mode 100644 index ccebb213f..000000000 --- a/demo/Readme.CAML.md +++ /dev/null @@ -1,112 +0,0 @@ ---- -version: "1.0" - -hero: - kicker: "Governance Knowledge Graph" - title: - - "Select 2026 IPO S-1 Filings" - - "{wired to the law}" - subtitle: > - Two SEC registration statements — SpaceX and Fervo Energy — parsed into a - living citation graph. Every exhibit cross-reference and statutory citation - has been detected, normalized, and resolved to its target: down to the - section text of the Delaware General Corporation Law, the Securities Act of - 1933, the Exchange Act of 1934, and the Internal Revenue Code. - stats: - - "59 of 59 statutory citations resolved" - -footer: - notice: "Reference web generated by OpenContracts corpus reference enrichment — idempotent, re-runnable, permission-aware." ---- - -::: chapter {#overview} ->! Section 01 -## Overview - -This corpus collects the primary registration statements and exhibits of two -2026 IPO filings — **Space Exploration Technologies Corp** (S-1, filed -2026-05-20) and **Fervo Energy Company** (S-1, filed 2026-04-17) — drafted by -the world's top securities law firms. It is the pilot corpus for the -OpenContracts **reference enrichment engine**: a deterministic pass that turns -the citations buried in filing prose into first-class, navigable links. - -:::: corpus-stats -- documents | Documents -- annotations | Annotations -:::: - -::: - -::: chapter {#reference-web} ->! Section 02 -## The Reference Web - -A single enrichment pass over the corpus detected **348 explicit references** -(snapshot: 2026-06-09), each one anchored to the exact span of text where it -appears: - -:::: cards {columns: 3} -- **Statutory Citations** | 59 found | #f5b942 - Citations like "Section 145 of the Delaware General Corporation Law" are - normalized to canonical keys (dgcl:145) and resolved cross-corpus to the - governing section text. All 59 now link to a statute document in this system. -- **Exhibit References** | 63 found | #5aa7ff - "Exhibit 10.12 hereto" becomes an in-app link from the registration statement - to the exhibit document itself — 16 resolved to their target documents inside - this corpus. -- **Internal Section References** | 226 found | #3ddc97 - Cross-references like see "Risk Factors" are resolved to the section heading - they point at, within the same document. -:::: - -::: - -::: chapter {#the-law, theme: dark} ->! Section 03 -## The Law Layer - -The statutes these filings cite are not footnotes here — they are **documents -in their own corpora**, one per section, carrying the full statutory text from -official sources. Citations resolve across corpus boundaries to: - -:::: cards {columns: 2} -- **Delaware General Corporation Law** | 10 sections | #f5b942 - Title 8, Chapter 1 — the corporate-law backbone. Sections 116, 122, 145, 151, - 202, 203, 212, 224, 228, and 242, fetched from the official Delaware Code. -- **Securities Act of 1933** | 6 sections | #ffd166 - Sections 2, 4, 7, 8, 11, and 22 — registration, exemptions, and liability for - the offering itself. -- **Securities Exchange Act of 1934** | 5 sections | #f4a261 - Sections 10, 12, 13, 14, and 16. Section 16 (insider reporting and - short-swing profits) is the single most-cited provision in the corpus, with - 21 separate citations across both filings. -- **Internal Revenue Code** | 4 sections | #e9c46a - Sections 368, 451, 501, and 1202 — reorganizations, income timing, and - qualified small business stock. -:::: - ->>> Section 16 of the Exchange Act — insider reporting — is the law both ->>> companies cite most. Twenty-one citations, every one now a click away from ->>> the statutory text. - -::: - -::: chapter {#how} ->! Section 04 -## How This Was Built - -The web is generated, not curated. The enrichment engine extracts references -with high-precision grammars, resolves them against the corpus (and against -every visible authority corpus), and persists the result as ordinary -OpenContracts objects — span annotations for every mention, document -relationships for the document graph, and cross-corpus reference records keyed -by canonical citation (dgcl:145, exchange-act:16). Re-running the pass is -idempotent: as new filings or new bodies of law are added, only the new -references appear. - -:::: cta -- [OpenContracts on GitHub](https://github.com/JSv4/OpenContracts) {primary} -- [Explore the documents](#overview) -:::: - -::: diff --git a/demo/authority_seeds/dgcl.json b/demo/authority_seeds/dgcl.json deleted file mode 100644 index 192009cb9..000000000 --- a/demo/authority_seeds/dgcl.json +++ /dev/null @@ -1,130 +0,0 @@ -{ - "corpus_title": "Delaware General Corporation Law (Title 8, Ch. 1)", - "authority": "dgcl", - "aliases": [ - "Delaware General Corporation Law", - "DGCL" - ], - "sections": [ - { - "key": "dgcl:116", - "heading": "DGCL § 116 — Document form, signature and delivery", - "text": "(a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered:\n\n(1) Any act or transaction contemplated or governed by this chapter or the certificate of incorporation or bylaws may be provided for in a document, and an electronic transmission shall be deemed the equivalent of a written document. “Document” means:\n\na. Any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments; and\n\nb. An electronic transmission.\n\n(2) Whenever this chapter or the certificate of incorporation or bylaws requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. “Electronic signature” means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person’s signature.\n\n(3) Unless otherwise agreed between the sender and recipient (and in the case of proxies or consents given by or on behalf of a stockholder, subject to the additional requirements set forth in § 212(c)(2) and (3) and § 228(d)(1) of this title, respectively), an electronic transmission shall be deemed delivered to a person for purposes of this chapter and the certificate of incorporation and bylaws when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered, so long as the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the certificate of incorporation, the bylaws or from the context and surrounding circumstances, including the parties’ conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.\n\nThis chapter shall not prohibit 1 or more persons from conducting a transaction in accordance with Chapter 12A of Title 6 so long as the part or parts of the transaction that are governed by this chapter are documented, signed and delivered in accordance with this subsection or otherwise in accordance with this chapter. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with this chapter, the certificate of incorporation and the bylaws.\n\n(b) Subsection (a) of this section shall not apply to:\n\n(1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or other judicial or governmental body of this State;\n\n(2) A document comprising part of the stock ledger;\n\n(3) A certificate representing a security;\n\n(4) Any document expressly referenced as a notice (or waiver of notice) by this chapter, the certificate of incorporation or bylaws;\n\n(5) [Repealed.]\n\n(6) A ballot to vote on actions at a meeting of stockholders; and\n\n(7) An act or transaction effected pursuant to § 280 of this title or subchapters III, XIII or XVI of this chapter.\n\nThe foregoing shall not create any presumption about the lawful means to document a matter addressed by this subsection, or the lawful means to sign or deliver a document addressed by this subsection. No provision of the certificate of incorporation or bylaws shall limit the application of subsection (a) of this section except for a provision that expressly restricts or prohibits the use of an electronic transmission or electronic signature (or any form thereof) or expressly restricts or prohibits the delivery of an electronic transmission to an information processing system.\n\n(c) In the event that any provision of this chapter is deemed to modify, limit or supersede the Electronic Signatures in Global and National Commerce Act, (15 U.S.C. § 7001 et. seq.), the provisions of this chapter shall control to the fullest extent permitted by § 7002(a)(2) of such act [15 U.S.C. § 7002(a)(2)].", - "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" - }, - { - "key": "dgcl:122", - "heading": "DGCL § 122 — Specific powers", - "text": "Every corporation created under this chapter shall have power, whether or not so provided in the certificate of incorporation, to:\n\n(1) Have perpetual succession by its corporate name, unless a limited period of duration is stated in its certificate of incorporation;\n\n(2) Sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding, in its corporate name;\n\n(3) Have a corporate seal, which may be altered at pleasure, and use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;\n\n(4) Purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated;\n\n(5) Appoint such officers and agents as the business of the corporation requires and to pay or otherwise provide for them suitable compensation; provided that any contract or other appointment or delegation of authority that empowers an officer or agent to act on behalf of the corporation shall be subject to § 141(a) of this title, to the extent it is applicable;\n\n(6) Adopt, amend and repeal bylaws in accordance with § 109 of this title;\n\n(7) Wind up and dissolve itself in the manner provided in this chapter;\n\n(8) Conduct its business, carry on its operations and have offices and exercise its powers within or without this State;\n\n(9) Make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war or other national emergency in aid thereof;\n\n(10) Be an incorporator, promoter or manager of other corporations of any type or kind;\n\n(11) Participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;\n\n(12) Transact any lawful business which the corporation’s board of directors shall find to be in aid of governmental authority;\n\n(13) Make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income, and make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of (a) a corporation all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation, or (b) a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, or (c) a corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation, and make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation;\n\n(14) Lend money for its corporate purposes, invest and reinvest its funds, and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested;\n\n(15) Pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement, benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers and employees, and for any or all of the directors, officers and employees of its subsidiaries;\n\n(16) Provide insurance for its benefit on the life of any of its directors, officers or employees, or on the life of any stockholder for the purpose of acquiring at such stockholder’s death shares of its stock owned by such stockholder;\n\n(17) Renounce, in its certificate of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or 1 or more of its officers, directors or stockholders; and\n\n(18) Notwithstanding § 141(a) of this title, make contracts with 1 or more current or prospective stockholders (or 1 or more beneficial owners of stock), in its or their capacity as such, in exchange for such minimum consideration as determined by the board of directors (which may include inducing stockholders or beneficial owners of stock to take, or refrain from taking, 1 or more actions); provided that no provision of such contract shall be enforceable against the corporation to the extent such contract provision is contrary to the certificate of incorporation or would be contrary to the laws of this State (other than § 115 of this title) if included in the certificate of incorporation. Without limiting the provisions that may be included in any such contracts, the corporation may agree to: (a) restrict or prohibit itself from taking actions specified in the contract, (b) require the approval or consent of 1 or more persons or bodies before the corporation may take actions specified in the contract (which persons or bodies may include the board of directors or 1 or more current or future directors, stockholders or beneficial owners of stock of the corporation), and (c) covenant that the corporation or 1 or more persons or bodies will take, or refrain from taking, actions specified in the contract (which persons or bodies may include the board of directors or 1 or more current or future directors, stockholders or beneficial owners of stock of the corporation). Solely for purposes of applying the proviso in the first sentence of this subsection, a restriction, prohibition or covenant in any such contract that relates to any specified action shall not be deemed contrary to the laws of this State or the certificate of incorporation by reason of a provision of this title or the certificate of incorporation that authorizes or empowers the board of directors (or any 1 or more directors) to take such action. With respect to all contracts made under this paragraph (18), the corporation shall be subject to the remedies available under the law governing the contract, including for any failure to perform or comply with its agreements under such contract.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc02/index.html" - }, - { - "key": "dgcl:145", - "heading": "DGCL § 145 — Indemnification of officers, directors, employees and agents; insurance", - "text": "(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.\n\n(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.\n\n(c) (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence).\n\n(2) The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by such person to the extent such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein.\n\n(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:\n\n(1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or\n\n(2) By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or\n\n(3) If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or\n\n(4) By the stockholders.\n\n(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.\n\n(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.\n\n(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. For purposes of this subsection, insurance shall include any insurance provided directly or indirectly (including pursuant to any fronting or reinsurance arrangement) by or through a captive insurance company organized and licensed in compliance with the laws of any jurisdiction, including any captive insurance company licensed under Chapter 69 of Title 18, provided that the terms of any such captive insurance shall:\n\n(1) Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such person, if (in the case of the foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final, nonappealable adjudication in the underlying proceeding in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the insured to determine coverage under the policy), unless and only to the extent such person is entitled to be indemnified therefor under this section;\n\n(2) Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as defined in paragraph (c)(1) of this section) of the corporation shall be made by a independent claims administrator or in accordance with the provisions of paragraphs (d)(1) through (4) of this section; and\n\n(3) Require that, prior to any payment under such insurance in connection with any dismissal or compromise of any action, suit or proceeding brought by or in the right of a corporation as to which notice is required to be given to stockholders, such corporation shall include in such notice that a payment is proposed to be made under such insurance in connection with such dismissal or compromise.\n\nFor purposes of paragraph (g)(1) of this section, the conduct of an insured person shall not be imputed to any other insured person. A corporation that establishes or maintains a captive insurance company that provides insurance pursuant to this section shall not, solely by virtue thereof, be subject to the provisions of Title 18.\n\n(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.\n\n(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.\n\n(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.\n\n(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).", - "source_url": "https://delcode.delaware.gov/title8/c001/sc04/index.html" - }, - { - "key": "dgcl:151", - "heading": "DGCL § 151 — Classes and series of stock; redemption; rights", - "text": "(a) Every corporation may issue 1 or more classes of stock or 1 or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the certificate of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class or series of stock may be made dependent upon facts ascertainable outside the certificate of incorporation or of any amendment thereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by its certificate of incorporation, provided that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such class or series of stock is clearly and expressly set forth in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors. The term “facts,” as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. The power to increase or decrease or otherwise adjust the capital stock as provided in this chapter shall apply to all or any such classes of stock.\n\n(b) Any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event; provided however, that immediately following any such redemption the corporation shall have outstanding 1 or more shares of 1 or more classes or series of stock, which share, or shares together, shall have full voting powers. Notwithstanding the limitation stated in the foregoing proviso:\n\n(1) Any stock of a regulated investment company registered under the Investment Company Act of 1940 [15 U.S.C. § 80 a-1 et seq.], as heretofore or hereafter amended, may be made subject to redemption by the corporation at its option or at the option of the holders of such stock.\n\n(2) Any stock of a corporation which holds (directly or indirectly) a license or franchise from a governmental agency to conduct its business or is a member of a national securities exchange, which license, franchise or membership is conditioned upon some or all of the holders of its stock possessing prescribed qualifications, may be made subject to redemption by the corporation to the extent necessary to prevent the loss of such license, franchise or membership or to reinstate it.\n\nAny stock which may be made redeemable under this section may be redeemed for cash, property or rights, including securities of the same or another corporation, at such time or times, price or prices, or rate or rates, and with such adjustments, as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to subsection (a) of this section.\n\n(c) The holders of preferred or special stock of any class or of any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided, payable in preference to, or in such relation to, the dividends payable on any other class or classes or of any other series of stock, and cumulative or noncumulative as shall be so stated and expressed. When dividends upon the preferred and special stocks, if any, to the extent of the preference to which such stocks are entitled, shall have been paid or declared and set apart for payment, a dividend on the remaining class or classes or series of stock may then be paid out of the remaining assets of the corporation available for dividends as elsewhere in this chapter provided.\n\n(d) The holders of the preferred or special stock of any class or of any series thereof shall be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.\n\n(e) Any stock of any class or of any series thereof may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as hereinabove provided.\n\n(f) If any corporation shall be authorized to issue more than 1 class of stock or more than 1 series of any class, the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in § 202 of this title, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this section or § 156, § 202(a), § 218(a) or § 364 of this title or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.\n\n(g) When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of such resolution or resolutions and the number of shares of stock of such class or series as to which the resolution or resolutions apply shall be executed, acknowledged, filed and shall become effective, in accordance with § 103 of this title. Unless otherwise provided in any such resolution or resolutions, the number of shares of stock of any such series to which such resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by a certificate likewise executed, acknowledged and filed setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of such shares shall be decreased the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions. When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of such class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to such class or series, may be executed, acknowledged and filed in accordance with § 103 of this title and, when such certificate becomes effective, it shall have the effect of eliminating from the certificate of incorporation all matters set forth in the certificate of designations with respect to such class or series of stock. Unless otherwise provided in the certificate of incorporation, if no shares of stock have been issued of a class or series of stock established by a resolution of the board of directors, the voting powers, designations, preferences and relative, participating, optional or other rights, if any, or the qualifications, limitations or restrictions thereof, may be amended by a resolution or resolutions adopted by the board of directors. A certificate which:\n\n(1) States that no shares of the class or series have been issued;\n\n(2) Sets forth a copy of the resolution or resolutions; and\n\n(3) If the designation of the class or series is being changed, indicates the original designation and the new designation,\n\nshall be executed, acknowledged and filed and shall become effective, in accordance with § 103 of this title. When any certificate filed under this subsection becomes effective, it shall have the effect of amending the certificate of incorporation; except that neither the filing of such certificate nor the filing of a restated certificate of incorporation pursuant to § 245 of this title shall prohibit the board of directors from subsequently adopting such resolutions as authorized by this subsection.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc05/index.html" - }, - { - "key": "dgcl:202", - "heading": "DGCL § 202 — Restrictions on transfer and ownership of securities", - "text": "(a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation’s securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices given pursuant to § 151(f) of this title, may be enforced against the holder of the restricted security or securities or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate or certificates representing the security or securities so restricted or, in the case of uncertificated shares, contained in the notice or notices given pursuant to § 151(f) of this title, a restriction, even though permitted by this section, is ineffective except against a person with actual knowledge of the restriction.\n\n(b) A restriction on the transfer or registration of transfer of securities of a corporation, or on the amount of a corporation’s securities that may be owned by any person or group of persons, may be imposed by the certificate of incorporation or by the bylaws or by an agreement among any number of security holders or among such holders and the corporation. No restrictions so imposed shall be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction.\n\n(c) A restriction on the transfer or registration of transfer of securities of a corporation or on the amount of such securities that may be owned by any person or group of persons is permitted by this section if it:\n\n(1) Obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities; or\n\n(2) Obligates the corporation or any holder of securities of the corporation or any other person or any combination of the foregoing, to purchase the securities which are the subject of an agreement respecting the purchase and sale of the restricted securities; or\n\n(3) Requires the corporation or the holders of any class or series of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities, or to approve the amount of securities of the corporation that may be owned by any person or group of persons; or\n\n(4) Obligates the holder of the restricted securities to sell or transfer an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing, or causes or results in the automatic sale or transfer of an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination of the foregoing; or\n\n(5) Prohibits or restricts the transfer of the restricted securities to, or the ownership of restricted securities by, designated persons or classes of persons or groups of persons, and such designation is not manifestly unreasonable.\n\n(d) Any restriction on the transfer or the registration of transfer of the securities of a corporation, or on the amount of securities of a corporation that may be owned by a person or group of persons, for any of the following purposes shall be conclusively presumed to be for a reasonable purpose:\n\n(1) Maintaining any local, state, federal or foreign tax advantage to the corporation or its stockholders, including without limitation:\n\na. Maintaining the corporation’s status as an electing small business corporation under subchapter S of the United States Internal Revenue Code [26 U.S.C. § 1371 et seq.], or\n\nb. Maintaining or preserving any tax attribute (including without limitation net operating losses), or\n\nc. Qualifying or maintaining the qualification of the corporation as a real estate investment trust pursuant to the United States Internal Revenue Code or regulations adopted pursuant to the United States Internal Revenue Code, or\n\n(2) Maintaining any statutory or regulatory advantage or complying with any statutory or regulatory requirements under applicable local, state, federal or foreign law.\n\n(e) Any other lawful restriction on transfer or registration of transfer of securities, or on the amount of securities that may be owned by any person or group of persons, is permitted by this section.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc06/index.html" - }, - { - "key": "dgcl:203", - "heading": "DGCL § 203 — Business combinations with interested stockholders", - "text": "(a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any business combination with any interested stockholder for a period of 3 years following the time that such stockholder became an interested stockholder, unless:\n\n(1) Prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;\n\n(2) Upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or\n\n(3) At or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.\n\n(b) The restrictions contained in this section shall not apply if:\n\n(1) The corporation’s original certificate of incorporation contains a provision expressly electing not to be governed by this section;\n\n(2) The corporation, by action of its board of directors, adopts an amendment to its bylaws within 90 days of February 2, 1988, expressly electing not to be governed by this section, which amendment shall not be further amended by the board of directors;\n\n(3) The corporation, by action of its stockholders, adopts an amendment to its certificate of incorporation or bylaws expressly electing not to be governed by this section; provided that, in addition to any other vote required by law, such amendment to the certificate of incorporation or bylaws must be adopted by the affirmative vote of a majority of the outstanding stock entitled to vote thereon. In the case of a corporation that both (i) has never had a class of voting stock that falls within any of the 2 categories set out in paragraph (b)(4) of this section, and (ii) has not elected by a provision in its original certificate of incorporation or any amendment thereto to be governed by this section, such amendment shall become effective upon (i) in the case of an amendment to the certificate of incorporation, the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder or (ii) in the case of an amendment to the bylaws, the date of the adoption of such amendment. In all other cases, an amendment adopted pursuant to this paragraph shall become effective (i) in the case of an amendment to the certificate of incorporation, 12 months after the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder or (ii) in the case of an amendment to the bylaws, 12 months after the date of the adoption of such amendment, and, in either case, the election not to be governed by this section shall not apply to any business combination between such corporation and any person who became an interested stockholder of such corporation on or before (A) in the case of an amendment to the certificate of incorporation, the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder; or (B) in the case of an amendment to the bylaws, the date of the adoption of such amendment. A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;\n\n(4) The corporation does not have a class of voting stock that is: (i) Listed on a national securities exchange; or (ii) held of record by more than 2,000 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder;\n\n(5) A stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder; and (ii) would not, at any time within the 3-year period immediately prior to a business combination between the corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership;\n\n(6) The business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required hereunder of a proposed transaction which (i) constitutes 1 of the transactions described in the second sentence of this paragraph; (ii) is with or by a person who either was not an interested stockholder during the previous 3 years or who became an interested stockholder with the approval of the corporation’s board of directors or during the period described in paragraph (b)(7) of this section; and (iii) is approved or not opposed by a majority of the members of the board of directors then in office (but not less than 1) who were directors prior to any person becoming an interested stockholder during the previous 3 years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the corporation (except for a merger in respect of which, pursuant to § 251(f) of this title, no vote of the stockholders of the corporation is required); (y) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in 1 transaction or a series of transactions), whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation (other than to any direct or indirect wholly-owned subsidiary or to the corporation) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation; or (z) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of the corporation. The corporation shall give not less than 20 days’ notice to all interested stockholders prior to the consummation of any of the transactions described in clause (x) or (y) of the second sentence of this paragraph; or\n\n(7) The business combination is with an interested stockholder who became an interested stockholder at a time when the restrictions contained in this section did not apply by reason of any of paragraphs (b)(1) through (4) of this section, provided, however, that this paragraph (b)(7) shall not apply if, at the time such interested stockholder became an interested stockholder, the corporation’s certificate of incorporation contained a provision authorized by the last sentence of this subsection (b).\n\nNotwithstanding paragraphs (b)(1), (2), (3) and (4) of this section, a corporation may elect by a provision of its original certificate of incorporation or any amendment thereto to be governed by this section; provided that any such amendment to the certificate of incorporation shall not apply to restrict a business combination between the corporation and an interested stockholder of the corporation if the interested stockholder became such before the date and time at which the certificate filed in accordance with § 103 of this title becomes effective thereunder.\n\n(c) As used in this section only, the term:\n\n(1) “Affiliate” means a person that directly, or indirectly through 1 or more intermediaries, controls, or is controlled by, or is under common control with, another person.\n\n(2) “Associate,” when used to indicate a relationship with any person, means: (i) Any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.\n\n(3) “Business combination,” when used in reference to any corporation and any interested stockholder of such corporation, means:\n\n(i) Any merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with (A) the interested stockholder, or (B) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection (a) of this section is not applicable to the surviving entity;\n\n(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in 1 transaction or a series of transactions), except proportionately as a stockholder of such corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;\n\n(iii) Any transaction which results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder, except: (A) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (B) pursuant to a merger under § 251(g) of this title; (C) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of such corporation subsequent to the time the interested stockholder became such; (D) pursuant to an exchange offer by the corporation to purchase stock made on the same terms to all holders of said stock; or (E) any issuance or transfer of stock by the corporation; provided however, that in no case under items (C)-(E) of this subparagraph shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the corporation or of the voting stock of the corporation;\n\n(iv) Any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or\n\n(v) Any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of such corporation), of any loans, advances, guarantees, pledges or other financial benefits (other than those expressly permitted in paragraphs (c)(3)(i)-(iv) of this section) provided by or through the corporation or any direct or indirect majority-owned subsidiary.\n\n(4) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for 1 or more owners who do not individually or as a group have control of such entity.\n\n(5) “Interested stockholder” means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that the term “interested stockholder” shall not include (x) any person who (A) owned shares in excess of the 15% limitation set forth herein as of, or acquired such shares pursuant to a tender offer commenced prior to, December 23, 1987, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own shares in excess of such 15% limitation or would have but for action by the corporation or (II) is an affiliate or associate of the corporation and so continued (or so would have continued but for action by the corporation) to be the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such a person is an interested stockholder or (B) acquired said shares from a person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the corporation; provided that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of paragraph (9) of this subsection but shall not include any other unissued stock of such corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.\n\n(6) “Person” means any individual, corporation, partnership, unincorporated association or other entity.\n\n(7) “Stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.\n\n(8) “Voting stock” means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentage of the votes of such voting stock.\n\n(9) “Owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:\n\n(i) Beneficially owns such stock, directly or indirectly; or\n\n(ii) Has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or\n\n(iii) Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.\n\n(d) No provision of a certificate of incorporation or bylaw shall require, for any vote of stockholders required by this section, a greater vote of stockholders than that specified in this section.\n\n(e) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all matters with respect to this section.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc06/index.html" - }, - { - "key": "dgcl:212", - "heading": "DGCL § 212 — Voting rights of stockholders; proxies; limitations", - "text": "(a) Unless otherwise provided in the certificate of incorporation and subject to § 213 of this title, each stockholder shall be entitled to 1 vote for each share of capital stock held by such stockholder. If the certificate of incorporation provides for more or less than 1 vote for any share, on any matter, every reference in this chapter to a majority or other proportion of stock, voting stock or shares shall refer to such majority or other proportion of the votes of such stock, voting stock or shares.\n\n(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after 3 years from its date, unless the proxy provides for a longer period.\n\n(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (b) of this section, the following shall constitute a valid means by which a stockholder may grant such authority:\n\n(1) A stockholder, or such stockholder’s authorized officer, director, employee or agent, may execute a document authorizing another person or persons to act for such stockholder as proxy.\n\n(2) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.\n\n(3) The authorization of a person to act as a proxy may be documented, signed and delivered in accordance with § 116 of this title, provided that such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder granting such authorization.\n\n(d) Any copy, facsimile telecommunication or other reliable reproduction of the document (including any electronic transmission) created pursuant to subsection (c) of this section may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document.\n\n(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" - }, - { - "key": "dgcl:224", - "heading": "DGCL § 224 — Form of records", - "text": "Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in §§ 219 and 220 of this title, (ii) record the information specified in §§ 156, 159, 217(a) and 218 of this title, and (iii) record transfers of stock as governed by Article 8 of subtitle I of Title 6. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision of this chapter. When records are kept in such manner, a clearly legible paper form prepared from or by means of the information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases) shall be valid and admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided the paper form accurately portrays the record.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" - }, - { - "key": "dgcl:228", - "heading": "DGCL § 228 — Consent of stockholders or members in lieu of meeting", - "text": "(a) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.\n\n(b) Unless otherwise provided in the certificate of incorporation, any action required by this chapter to be taken at a meeting of the members of a nonstock corporation, or any action which may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, shall be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.\n\n(c) A consent must be set forth in writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to therein unless consents signed by a sufficient number of holders or members to take action are delivered to the corporation in the manner required by this section within 60 days of the first date on which a consent is so delivered to the corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such consent will be effective at a future time, including a time determined upon the happening of an event, occurring not later than 60 days after such instruction is given or such provision is made, if evidence of the instruction or provision is provided to the corporation. If the person is not a stockholder or member of record when the consent is executed, the consent shall not be valid unless the person is a stockholder or member of record as of the record date for determining stockholders or members entitled to consent to the action. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. All references to a “consent” in this section means a consent permitted by this section.\n\n(d) (1) A consent permitted by this section shall be delivered: (i) to the principal place of business of the corporation; (ii) to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded; (iii) to the registered office of the corporation in this State by hand or by certified or registered mail, return receipt requested; or (iv) subject to the next sentence, in accordance with § 116 of this title to an information processing system, if any, designated by the corporation for receiving such consents. In the case of delivery pursuant to the foregoing clause (iv), such consent must set forth or be delivered with information that enables the corporation to determine the date of delivery of such consent and the identity of the person giving such consent, and, if such consent is given by a person authorized to act for a stockholder or member as proxy, such consent must comply with the applicable provisions of § 212(c)(2) and (3) of this title.\n\n(2) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. A consent may be documented and signed in accordance with § 116 of this title, and when so documented or signed shall be deemed to be in writing for purposes of this title; provided that if such consent is delivered pursuant to clause (i), (ii) or (iii) of paragraph (d)(1) of this section, such consent must be reproduced and delivered in paper form.\n\n(e) If an action by consent under subsections (a) or (b) of this section has been taken by stockholders or members by less than unanimous consent, prompt notice of the taking of the action by consent shall be given to those stockholders or members as of the record date for the action by consent who have not consented and who would have been entitled to notice of the meeting if the action had been taken at a meeting and the record date for the notice of the meeting were the record date for the action by consent. The notice required by this subsection may be provided by a notice which constitutes a notice of internet availability of proxy materials under rules promulgated under the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq. In the event that the action which is consented to is such as would have required the filing of a certificate under any other section of this title, if such action had been voted on by stockholders or by members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that consent has been given in accordance with this section.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" - }, - { - "key": "dgcl:242", - "heading": "DGCL § 242 — Amendment of certificate of incorporation after receipt of payment for stock; nonstock corporations", - "text": "(a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, it may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, so long as its certificate of incorporation as amended would contain only such provisions as it would be lawful and proper to insert in an original certificate of incorporation filed at the time of the filing of the amendment; and, if a change in stock or the rights of stockholders, or an exchange, reclassification, subdivision, combination or cancellation of stock or rights of stockholders is to be made, such provisions as may be necessary to effect such change, exchange, reclassification, subdivision, combination or cancellation. In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:\n\n(1) To change its corporate name; or\n\n(2) To change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes; or\n\n(3) To increase or decrease its authorized capital stock or to reclassify the same, by changing the number, par value, designations, preferences, or relative, participating, optional, or other special rights of the shares, or the qualifications, limitations or restrictions of such rights, or by changing shares with par value into shares without par value, or shares without par value into shares with par value either with or without increasing or decreasing the number of shares, or by subdividing or combining the issued shares of any class or series of a class of shares into a greater or lesser number of issued shares; or\n\n(4) To cancel or otherwise affect the right of the holders of the shares of any class to receive dividends which have accrued but have not been declared; or\n\n(5) To create new classes of stock having rights and preferences either prior and superior or subordinate and inferior to the stock of any class then authorized, whether issued or unissued; or\n\n(6) To change the period of its duration; or\n\n(7) To delete:\n\na. Such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares; and\n\nb. Such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective.\n\nAny or all such changes or alterations may be effected by 1 certificate of amendment.\n\n(b) Every amendment authorized by subsection (a) of this section shall be made and effected in the following manner:\n\n(1) If the corporation has capital stock, its board of directors shall adopt a resolution setting forth the amendment proposed, declaring its advisability, and either calling a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice in accordance with § 222 of this title. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby unless such notice constitutes a notice of internet availability of proxy materials under the rules promulgated under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.]. At the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against any proposed amendment that requires adoption by stockholders. If no vote of stockholders is required to effect such amendment, or if a majority of the outstanding stock entitled to vote thereon, and a majority of the outstanding stock of each class entitled to vote thereon as a class has been voted in favor of the amendment, a certificate setting forth the amendment and certifying that such amendment has been duly adopted in accordance with this section shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.\n\n(2) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of 1 or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this paragraph. The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock.\n\n(3) If the corporation is a nonstock corporation, then the governing body thereof shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of such amendment, a certificate thereof shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title. The certificate of incorporation of any nonstock corporation may contain a provision requiring any amendment thereto to be approved by a specified number or percentage of the members or of any specified class of members of such corporation in which event such proposed amendment shall be submitted to the members or to any specified class of members of such corporation in the same manner, so far as applicable, as is provided in this section for an amendment to the certificate of incorporation of a stock corporation; and in the event of the adoption thereof by such members, a certificate evidencing such amendment shall be executed, acknowledged and filed and shall become effective in accordance with § 103 of this title.\n\n(4) Whenever the certificate of incorporation shall require for action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, or by the holders of any other securities having voting power the vote of a greater number or proportion than is required by any section of this title, the provision of the certificate of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote.\n\n(c) The resolution authorizing a proposed amendment to the certificate of incorporation may provide that at any time prior to the effectiveness of the filing of the amendment with the Secretary of State, notwithstanding authorization of the proposed amendment by the stockholders of the corporation or by the members of a nonstock corporation, the board of directors or governing body may abandon such proposed amendment without further action by the stockholders or members.\n\n(d) Notwithstanding the provisions of subsection (b) of this section, unless otherwise expressly required by the certificate of incorporation:\n\n(1) No meeting or vote of stockholders shall be required to adopt an amendment that (A) affects only changes described in paragraph (a)(1) or (7) of this section; or (B) reclassifies by subdividing the issued shares of a class of stock into a greater number of issued shares of the same class of stock (and, in connection therewith, such amendment may increase the number of authorized shares of such class of stock up to an amount proportionate to the subdivision), provided the corporation has only 1 class of stock outstanding and such class is not divided into series; and\n\n(2) An amendment to increase or decrease the authorized number of shares of a class of capital stock or an amendment to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares of the same class of stock may be made and effected, without obtaining the vote or votes of stockholders otherwise required by subsection (b) of this section if: (A) the shares of such class are listed on a national securities exchange immediately before such amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such amendment becomes effective, (B) at a meeting called in accordance with paragraph (b)(1) of this section, a vote of the stockholders entitled to vote thereon, voting as a single class, is taken for and against the proposed amendment, and the votes cast for the amendment exceed the votes cast against the amendment, and (C) if the amendment increases or decreases the authorized number of shares of a class of capital stock for which no provision has been made pursuant to the last sentence of paragraph (b)(2) of this section, the votes cast for the amendment by the holders of such class exceed the votes cast against the amendment by the holders of such class.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc08/index.html" - }, - { - "key": "dgcl:103", - "heading": "DGCL § 103 — Execution, acknowledgment, filing, recording and effective date of original certificate of incorporation and other instruments; exceptions", - "text": "(a) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such instrument shall be executed as follows:\n\n(1) The certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporator’s or incorporators’ successors and assigns). If any incorporator is not available then any such other instrument may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that such other instrument shall state that such incorporator is not available and the reason therefor, that such incorporator in executing the certificate of incorporation was acting directly or indirectly as employee or agent for or on behalf of such person, and that such person’s signature on such instrument is otherwise authorized and not wrongful.\n\n(2) All other instruments shall be signed:\n\na. By any authorized officer of the corporation; or\n\nb. If it shall appear from the instrument that there are no such officers, then by a majority of the directors or by such directors as may be designated by the board; or\n\nc. If it shall appear from the instrument that there are no such officers or directors, then by the holders of record, or such of them as may be designated by the holders of record, of a majority of all outstanding shares of stock; or\n\nd. By the holders of record of all outstanding shares of stock.\n\n(b) Whenever this chapter requires any instrument to be acknowledged, such requirement is satisfied by either:\n\n(1) The formal acknowledgment by the person or 1 of the persons signing the instrument that it is such person’s act and deed or the act and deed of the corporation, and that the facts stated therein are true. Such acknowledgment shall be made before a person who is authorized by the law of the place of execution to take acknowledgments of deeds. If such person has a seal of office such person shall affix it to the instrument.\n\n(2) The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is such person’s act and deed or the act and deed of the corporation, and that the facts stated therein shall be true at the time such instrument becomes effective in accordance with this chapter.\n\n(c) Whenever any instrument is to be filed with the Secretary of State or in accordance with this section or chapter, such requirement means that:\n\n(1) The signed instrument shall be delivered to the office of the Secretary of State;\n\n(2) All taxes and fees authorized by law to be collected by the Secretary of State in connection with the filing of the instrument shall be tendered to the Secretary of State; and\n\n(3) Upon delivery of the instrument, the Secretary of State shall record the date and time of its delivery. Upon such delivery and tender of the required taxes and fees, the Secretary of State shall certify that the instrument has been filed in the Secretary of State’s office by endorsing upon the signed instrument the word “Filed”, and the date and time of its filing. This endorsement is the “filing date” of the instrument, and is conclusive of the date and time of its filing in the absence of actual fraud. The Secretary of State shall file and index the endorsed instrument. Except as provided in paragraph (c)(4) of this section and in subsection (i) of this section, such filing date of an instrument shall be the date and time of delivery of the instrument.\n\n(4) Upon request made upon or prior to delivery, the Secretary of State may, to the extent deemed practicable, establish as the filing date of an instrument a date and time after its delivery. If the Secretary of State refuses to file any instrument due to an error, omission or other imperfection, the Secretary of State may hold such instrument in suspension, and in such event, upon delivery of a replacement instrument in proper form for filing and tender of the required taxes and fees within 5 business days after notice of such suspension is given to the filer, the Secretary of State shall establish as the filing date of such instrument the date and time that would have been the filing date of the rejected instrument had it been accepted for filing. The Secretary of State shall not issue a certificate of good standing with respect to any corporation with an instrument held in suspension pursuant to this subsection. The Secretary of State may establish as the filing date of an instrument the date and time at which information from such instrument is entered pursuant to paragraph (c)(8) of this section if such instrument is delivered on the same date and within 4 hours after such information is entered.\n\n(5) The Secretary of State, acting as agent for the recorders of each of the counties, shall collect and deposit in a separate account established exclusively for that purpose a county assessment fee with respect to each filed instrument and shall thereafter monthly remit from such account to the recorder of each of the said counties the amount or amounts of such fees as provided for in paragraph (c)(6) of this section or as elsewhere provided by law. In consideration for its acting as the agent for the recorders with respect to the collection and payment of the county assessment fees, the Secretary of State shall retain and pay over to the General Fund of the State an administrative charge of 1 percent of the total fees collected.\n\n(6) The assessment fee to the counties shall be $24 for each 1-page instrument filed with the Secretary of State in accordance with this section and $9.00 for each additional page for instruments with more than 1 page. The recorder’s office to receive the assessment fee shall be the recorder’s office in the county in which the corporation’s registered office in this State is, or is to be, located, except that an assessment fee shall not be charged for either a certificate of dissolution qualifying for treatment under § 391(a)(5)b. of this title or a document filed in accordance with subchapter XVI of this chapter.\n\n(7) The Secretary of State, acting as agent, shall collect and deposit in a separate account established exclusively for that purpose a courthouse municipality fee with respect to each filed instrument and shall thereafter monthly remit funds from such account to the treasuries of the municipalities designated in § 301 of Title 10. Said fees shall be for the purposes of defraying certain costs incurred by such municipalities in hosting the primary locations for the Delaware courts. The fee to such municipalities shall be $40 for each instrument filed with the Secretary of State in accordance with this section. The municipality to receive the fee shall be the municipality designated in § 301 of Title 10 in the county in which the corporation’s registered office in this State is, or is to be, located, except that a fee shall not be charged for a certificate of dissolution qualifying for treatment under § 391(a)(5)b. of this title, a resignation of agent without appointment of a successor under § 136 of this title, or a document filed in accordance with subchapter XVI of this chapter.\n\n(8) The Secretary of State shall cause to be entered such information from each instrument as the Secretary of State deems appropriate into the Delaware Corporation Information System or any system which is a successor thereto in the office of the Secretary of State, and such information and a copy of each such instrument shall be permanently maintained as a public record on a suitable medium. The Secretary of State is authorized to grant direct access to such system to registered agents subject to the execution of an operating agreement between the Secretary of State and such registered agent. Any registered agent granted such access shall demonstrate the existence of policies to ensure that information entered into the system accurately reflects the content of instruments in the possession of the registered agent at the time of entry.\n\n(d) Any instrument filed in accordance with subsection (c) of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but such time shall not be later than a time on the ninetieth day after the date of its filing. If any instrument filed in accordance with subsection (c) of this section provides for a future effective date or time and if the transaction is terminated or its terms are amended to change the future effective date or time prior to the future effective date or time, the instrument shall be terminated or amended by the filing, prior to the future effective date or time set forth in such instrument, of a certificate of termination or amendment of the original instrument, executed in accordance with subsection (a) of this section, which shall identify the instrument which has been terminated or amended and shall state that the instrument has been terminated or the manner in which it has been amended.\n\n(e) If another section of this chapter specifically prescribes a manner of executing, acknowledging or filing a specified instrument or a time when such instrument shall become effective which differs from the corresponding provisions of this section, then such other section shall govern.\n\n(f) Whenever any instrument authorized to be filed with the Secretary of State under any provision of this title, has been so filed and is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, sealed or acknowledged, the instrument may be corrected or nullified by filing with the Secretary of State a certificate of correction of the instrument which shall be executed, acknowledged and filed in accordance with this section. If the instrument is to be corrected, the certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the instrument in corrected form. If the instrument is to be nullified, the certificate of correction shall specify the inaccuracy or defect with respect to the instrument and shall provide for the nullification of the instrument. In lieu of filing a certificate of correction the instrument may be corrected by filing with the Secretary of State a corrected instrument which shall be executed, acknowledged and filed in accordance with this section. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form. An instrument corrected or nullified in accordance with this section shall be effective as of the date the original instrument was filed, except as to those persons who are substantially and adversely affected by the correction or nullification and as to those persons the instrument as corrected or nullified shall be effective from the filing date.\n\n(g) Notwithstanding that any instrument authorized to be filed with the Secretary of State under this title is when filed inaccurately, defectively or erroneously executed, sealed or acknowledged, or otherwise defective in any respect, the Secretary of State shall have no liability to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of such instrument by the Secretary of State.\n\n(h) Any signature on any instrument authorized to be filed with the Secretary of State under this title may be a facsimile, a conformed signature or an electronically transmitted signature.\n\n(i) (1) If:\n\na. Together with the actual delivery of an instrument and tender of the required taxes and fees, there is delivered to the Secretary of State a separate affidavit (which in its heading shall be designated as an “affidavit of extraordinary condition”) attesting, on the basis of personal knowledge of the affiant or a reliable source of knowledge identified in the affidavit, that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith, specifying the nature, date and time of such good faith effort and requesting that the Secretary of State establish such date and time as the filing date of such instrument; or\n\nb. Upon the actual delivery of an instrument and tender of the required taxes and fees, the Secretary of State in the Secretary’s discretion provides a written waiver of the requirement for such an affidavit stating that it appears to the Secretary of State that an earlier effort to deliver such instrument and tender such taxes and fees was made in good faith and specifying the date and time of such effort; and\n\nc. The Secretary of State determines that an extraordinary condition existed at such date and time, that such earlier effort was unsuccessful as a result of the existence of such extraordinary condition, and that such actual delivery and tender were made within a reasonable period (not to exceed 2 business days) after the cessation of such extraordinary condition,\n\nthen the Secretary of State may establish such date and time as the filing date of such instrument. No fee shall be paid to the Secretary of State for receiving an affidavit of extraordinary condition.\n\n(2) For purposes of this subsection, an “extraordinary condition” means: any emergency resulting from an attack on, invasion or occupation by foreign military forces of, or disaster, catastrophe, war or other armed conflict, revolution or insurrection, or rioting or civil commotion in, the United States or a locality in which the Secretary of State conducts its business or in which the good faith effort to deliver the instrument and tender the required taxes and fees is made, or the immediate threat of any of the foregoing; or any malfunction or outage of the electrical or telephone service to the Secretary of State’s office, or weather or other condition in or about a locality in which the Secretary of State conducts its business, as a result of which the Secretary of State’s office is not open for the purpose of the filing of instruments under this chapter or such filing cannot be effected without extraordinary effort. The Secretary of State may require such proof as it deems necessary to make the determination required under paragraph (i)(1)c. of this section, and any such determination shall be conclusive in the absence of actual fraud.\n\n(3) If the Secretary of State establishes the filing date of an instrument pursuant to this subsection, the date and time of delivery of the affidavit of extraordinary condition or the date and time of the Secretary of State’s written waiver of such affidavit shall be endorsed on such affidavit or waiver and such affidavit or waiver, so endorsed, shall be attached to the filed instrument to which it relates. Such filed instrument shall be effective as of the date and time established as the filing date by the Secretary of State pursuant to this subsection, except as to those persons who are substantially and adversely affected by such establishment and, as to those persons, the instrument shall be effective from the date and time endorsed on the affidavit of extraordinary condition or written waiver attached thereto.\n\n(j) Notwithstanding any other provision of this chapter, it shall not be necessary for any corporation to amend its certificate of incorporation, or any other document, that has been filed prior to August 1, 2011, to comply with § 131(c) of this title, provided that any certificate or other document filed under this chapter on or after August 1, 2011, and changing the address of a registered office shall comply with § 131(c) of this title.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" - }, - { - "key": "dgcl:109", - "heading": "DGCL § 109 — Bylaws", - "text": "(a) The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation, or, before a corporation other than a nonstock corporation has received any payment for any of its stock, by its board of directors. After a corporation other than a nonstock corporation has received any payment for any of its stock, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote. In the case of a nonstock corporation, the power to adopt, amend or repeal bylaws shall be in its members entitled to vote. Notwithstanding the foregoing, any corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.\n\n(b) The bylaws may contain any provision, not inconsistent with law or with the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in § 115 of this title, or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the corporation, has brought in an action, suit or proceeding.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" - }, - { - "key": "dgcl:115", - "heading": "DGCL § 115 — Forum selection provisions", - "text": "(a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this State, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this State.\n\n(b) “Internal corporate claims” means claims, including claims in the right of the corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (ii) as to which this title confers jurisdiction upon the Court of Chancery.\n\n(c) With respect to claims that are not internal corporate claims, the certificate of incorporation or bylaws may require stockholders, when acting in their capacity as stockholders or in the right of the corporation, to bring any or all such claims only in 1 or more prescribed forums or venues, if such claims relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers; provided that such requirement is consistent with applicable jurisdictional requirements and allows a stockholder to bring such claims in at least 1 court in this State that has jurisdiction over such claims.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc01/index.html" - }, - { - "key": "dgcl:141", - "heading": "DGCL § 141 — Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal", - "text": "(a) The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation. If any such provision is made in the certificate of incorporation, the powers and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to such extent and by such person or persons as shall be provided in the certificate of incorporation.\n\n(b) The board of directors of a corporation shall consist of 1 or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. Directors need not be stockholders unless so required by the certificate of incorporation or the bylaws. The certificate of incorporation or bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. A majority of the total number of directors shall constitute a quorum for the transaction of business unless the certificate of incorporation or the bylaws require a greater number. Unless the certificate of incorporation provides otherwise, the bylaws may provide that a number less than a majority shall constitute a quorum which in no case shall be less than ⅓ of the total number of directors. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the certificate of incorporation or the bylaws shall require a vote of a greater number.\n\n(c) (1) All corporations incorporated prior to July 1, 1996, shall be governed by this paragraph (c)(1) of this section, provided that any such corporation may by a resolution adopted by a majority of the whole board elect to be governed by paragraph (c)(2) of this section, in which case this paragraph (c)(1) of this section shall not apply to such corporation. All corporations incorporated on or after July 1, 1996, shall be governed by paragraph (c)(2) of this section. The board of directors may, by resolution passed by a majority of the whole board, designate 1 or more committees, each committee to consist of 1 or more of the directors of the corporation. The board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in § 151(a) of this title, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under § 251, § 252, § 254, § 255, § 256, § 257, § 258, § 263 or § 264 of this title, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; and, unless the resolution, bylaws or certificate of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to § 253 of this title.\n\n(2) The board of directors may designate 1 or more committees, each committee to consist of 1 or more of the directors of the corporation. The board may designate 1 or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by this chapter to be submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the corporation.\n\n(3) Unless otherwise provided in the certificate of incorporation, the bylaws or the resolution of the board of directors designating the committee, a committee may create 1 or more subcommittees, each subcommittee to consist of 1 or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except for references to committees and members of committees in subsection (c) of this section, every reference in this chapter to a committee of the board of directors or a member of a committee shall be deemed to include a reference to a subcommittee or member of a subcommittee.\n\n(4) A majority of the directors then serving on a committee of the board of directors or on a subcommittee of a committee shall constitute a quorum for the transaction of business by the committee or subcommittee, unless the certificate of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater or lesser number, provided that in no case shall a quorum be less than ⅓ of the directors then serving on the committee or subcommittee. The vote of the majority of the members of a committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee, unless the certificate of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater number.\n\n(d) The directors of any corporation organized under this chapter may, by the certificate of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders, be divided into 1, 2 or 3 classes; the term of office of those of the first class to expire at the first annual meeting held after such classification becomes effective; of the second class 1 year thereafter; of the third class 2 years thereafter; and at each annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. The certificate of incorporation or bylaw provision dividing the directors into classes may authorize the board of directors to assign members of the board already in office to such classes at the time such classification becomes effective. The certificate of incorporation may confer upon holders of any class or series of stock the right to elect 1 or more directors who shall serve for such term, and have such voting powers as shall be stated in the certificate of incorporation. The terms of office and voting powers of the directors elected separately by the holders of any class or series of stock may be greater than or less than those of any other director or class of directors. In addition, the certificate of incorporation may confer upon 1 or more directors, whether or not elected separately by the holders of any class or series of stock, voting powers greater than or less than those of other directors. Any such provision conferring greater or lesser voting power shall apply to voting in any committee, unless otherwise provided in the certificate of incorporation or bylaws. If the certificate of incorporation provides that 1 or more directors shall have more or less than 1 vote per director on any matter, every reference in this chapter to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.\n\n(e) A member of the board of directors, or a member of any committee designated by the board of directors, shall, in the performance of such member’s duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.\n\n(f) Unless otherwise restricted by the certificate of incorporation or bylaws, (1) any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission, and (2) a consent may be documented, signed and delivered in any manner permitted by § 116 of this title. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this subsection at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the board of directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained.\n\n(g) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors of any corporation organized under this chapter may hold its meetings, and have an office or offices, outside of this State.\n\n(h) Unless otherwise restricted by the certificate of incorporation or bylaws, the board of directors shall have the authority to fix the compensation of directors.\n\n(i) Unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.\n\n(j) The certificate of incorporation of any nonstock corporation may provide that less than 1/3 of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section. Except as may be otherwise provided by the certificate of incorporation, this section shall apply to such a corporation, and when so applied, all references to the board of directors, to members thereof, and to stockholders shall be deemed to refer to the governing body of the corporation, the members thereof and the members of the corporation, respectively; and all references to stock, capital stock, or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.\n\n(k) Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows:\n\n(1) Unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified as provided in subsection (d) of this section, stockholders may effect such removal only for cause; or\n\n(2) In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.\n\nWhenever the holders of any class or series are entitled to elect 1 or more directors by the certificate of incorporation, this subsection shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc04/index.html" - }, - { - "key": "dgcl:213", - "heading": "DGCL § 213 — Fixing date for determination of stockholders of record", - "text": "(a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this subsection (a) at the adjourned meeting.\n\n(b) In order that the corporation may determine the stockholders entitled to consent to corporate action without a meeting in accordance with § 228 of this title, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the board of directors is required by this chapter, shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with § 228(d) of this title. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.\n\n(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" - }, - { - "key": "dgcl:222", - "heading": "DGCL § 222 — Notice of meetings and adjourned meetings", - "text": "(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given in accordance with § 232 of this title, and such notice shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.\n\n(b) Unless otherwise provided in this chapter, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.\n\n(c) Unless the bylaws otherwise require, when a meeting is adjourned to another time or place, (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with subsection (a) of this section. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with § 213(a) of this title, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc07/index.html" - }, - { - "key": "dgcl:245", - "heading": "DGCL § 245 — Restated certificate of incorporation", - "text": "(a) A corporation may, whenever desired, integrate into a single instrument all of the provisions of its certificate of incorporation which are then in effect and operative as a result of there having theretofore been filed with the Secretary of State 1 or more certificates or other instruments pursuant to any of the sections referred to in § 104 of this title, and it may at the same time also further amend its certificate of incorporation by adopting a restated certificate of incorporation.\n\n(b) If the restated certificate of incorporation merely restates and integrates but does not further amend the certificate of incorporation, as theretofore amended or supplemented by any instrument that was filed pursuant to any of the sections mentioned in § 104 of this title, it may be adopted by the board of directors without a vote of the stockholders, or it may be proposed by the directors and submitted by them to the stockholders for adoption, in which case the procedure and vote required, if any, by § 242 of this title for amendment of the certificate of incorporation shall be applicable. If the restated certificate of incorporation restates and integrates and also further amends in any respect the certificate of incorporation, as theretofore amended or supplemented, it shall be proposed by the directors and adopted by the stockholders in the manner and by the vote prescribed by § 242 of this title or, if the corporation has not received any payment for any of its stock, in the manner and by the vote prescribed by § 241 of this title.\n\n(c) A restated certificate of incorporation shall be specifically designated as such in its heading. It shall state, either in its heading or in an introductory paragraph, the corporation’s present name, and, if it has been changed, the name under which it was originally incorporated, and the date of filing of its original certificate of incorporation with the Secretary of State. A restated certificate shall also state that it was duly adopted in accordance with this section. If it was adopted by the board of directors without a vote of the stockholders (unless it was adopted pursuant to § 241 of this title or without a vote of members pursuant to 242(b)(3) of this title), it shall state that it only restates and integrates and does not further amend (except, if applicable, as permitted under § 242(a)(1) and § 242(d)(1)(A) of this title) the provisions of the corporation’s certificate of incorporation as theretofore amended or supplemented, and that there is no discrepancy between those provisions and the provisions of the restated certificate. A restated certificate of incorporation may omit (a) such provisions of the original certificate of incorporation which named the incorporator or incorporators, the initial board of directors and the original subscribers for shares, and (b) such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective. Any such omissions shall not be deemed a further amendment.\n\n(d) A restated certificate of incorporation shall be executed, acknowledged and filed in accordance with § 103 of this title. Upon its filing with the Secretary of State, the original certificate of incorporation, as theretofore amended or supplemented, shall be superseded; thenceforth, the restated certificate of incorporation, including any further amendments or changes made thereby, shall be the certificate of incorporation of the corporation, but the original date of incorporation shall remain unchanged.\n\n(e) Any amendment or change effected in connection with the restatement and integration of the certificate of incorporation shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc08/index.html" - }, - { - "key": "dgcl:251", - "heading": "DGCL § 251 — Merger or consolidation of domestic corporations", - "text": "(a) Any 2 or more corporations of this State may merge into a single surviving corporation, which may be any 1 of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.\n\n(b) The board of directors of each corporation which desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation and declaring its advisability. The agreement shall state:\n\n(1) The terms and conditions of the merger or consolidation;\n\n(2) The mode of carrying the same into effect;\n\n(3) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;\n\n(4) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement;\n\n(5) The manner, if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation or entity which the holders of such shares are to receive in exchange for, or upon conversion of such shares and the surrender of any certificates evidencing them, which cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of the surviving or resulting corporation; and\n\n(6) Such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of the surviving or resulting corporation or of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for any other arrangement with respect thereto, consistent with § 155 of this title.\n\nThe agreement so adopted shall be executed by an authorized person, provided that if the agreement is filed, it shall be executed and acknowledged in accordance with § 103 of this title. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation. The term “facts,” as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.\n\n(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the meeting shall be given to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder’s address as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof. At the meeting, the agreement shall be considered and a vote taken for its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of the corporation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation, it shall then be filed and shall become effective, in accordance with § 103 of this title. In lieu of filing the agreement of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger or consolidation, executed in accordance with § 103 of this title, which states:\n\n(1) The name and state of incorporation of each of the constituent corporations;\n\n(2) That an agreement of merger or consolidation has been approved, adopted, executed and acknowledged by each of the constituent corporations in accordance with this section;\n\n(3) The name of the surviving or resulting corporation;\n\n(4) In the case of a merger, such amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the merger (which amendments or changes may amend and restate the certificate of incorporation of the surviving corporation in its entirety), or, if no such amendments or changes are desired, a statement that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation;\n\n(5) In the case of a consolidation, that the certificate of incorporation of the resulting corporation shall be as set forth in an attachment to the certificate;\n\n(6) That the executed agreement of consolidation or merger is on file at an office of the surviving or resulting corporation, stating the address thereof; and\n\n(7) That a copy of the agreement of consolidation or merger will be furnished by the surviving or resulting corporation, on request and without cost, to any stockholder of any constituent corporation.\n\n(d) Any agreement of merger or consolidation may contain a provision that at any time prior to the time that the agreement (or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title, the agreement may be terminated by the board of directors of any constituent corporation notwithstanding approval of the agreement by the stockholders of all or any of the constituent corporations; in the event the agreement of merger or consolidation is terminated after the filing of the agreement (or a certificate in lieu thereof) with the Secretary of State but before the agreement (or a certificate in lieu thereof) has become effective, a certificate of termination or merger or consolidation shall be filed in accordance with § 103 of this title. Any agreement of merger or consolidation may contain a provision that the boards of directors of the constituent corporations may amend the agreement at any time prior to the time that the agreement (or a certificate in lieu thereof) filed with the Secretary of State becomes effective in accordance with § 103 of this title, provided that an amendment made subsequent to the adoption of the agreement by the stockholders of any constituent corporation shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, (2) alter or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation, or (3) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation; in the event the agreement of merger or consolidation is amended after the filing thereof with the Secretary of State but before the agreement has become effective, a certificate of amendment of merger or consolidation shall be filed in accordance with § 103 of this title.\n\n(e) In the case of a merger, the certificate of incorporation of the surviving corporation shall automatically be amended to the extent, if any, that changes in the certificate of incorporation are set forth in the agreement of merger.\n\n(f) Notwithstanding the requirements of subsection (c) of this section, unless required by its certificate of incorporation, no vote of stockholders of a constituent corporation surviving a merger shall be necessary to authorize a merger if (1) the agreement of merger does not amend in any respect the certificate of incorporation of such constituent corporation, (2) each share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be an identical outstanding or treasury share of the surviving corporation after the effective date of the merger, and (3) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger. No vote of stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation. If an agreement of merger is adopted by the constituent corporation surviving the merger, by action of its board of directors and without any vote of its stockholders pursuant to this subsection, the secretary or assistant secretary of that corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and, (1) if it has been adopted pursuant to the first sentence of this subsection, that the conditions specified in that sentence have been satisfied, or (2) if it has been adopted pursuant to the second sentence of this subsection, that no shares of stock of such corporation were issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.\n\n(g) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation, no vote of stockholders of a constituent corporation shall be necessary to authorize a merger with or into a single direct or indirect wholly-owned subsidiary of such constituent corporation if:\n\n(1) Such constituent corporation and the direct or indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities to the merger;\n\n(2) Each share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share of stock of the constituent corporation being converted in the merger;\n\n(3) The holding company and the constituent corporation are corporations of this State and the direct or indirect wholly-owned subsidiary that is the other constituent entity to the merger is a corporation or limited liability company of this State;\n\n(4) The certificate of incorporation and bylaws of the holding company immediately following the effective time of the merger contain provisions identical to the certificate of incorporation and bylaws of the constituent corporation immediately prior to the effective time of the merger (other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment to the certificate of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination, or cancellation has become effective);\n\n(5) As a result of the merger, the constituent corporation or its successor becomes or remains a direct or indirect wholly-owned subsidiary of the holding company;\n\n(6) The directors of the constituent corporation become or remain the directors of the holding company upon the effective time of the merger;\n\n(7) The organizational documents of the surviving entity immediately following the effective time of the merger contain provisions requiring that (A) any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other members of the governing body of the surviving entity, that, if taken by the constituent corporation immediately prior to the effective time of the merger, would require, for its adoption under this chapter or under the certificate of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger, the approval of the stockholders of the constituent corporation, shall, by specific reference to this subsection, require, in addition to approval of the stockholders or members of the surviving entity, the approval of the stockholders of the holding company (or any successor by merger), by the same vote as is required by this chapter and/or by the certificate of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger; provided, however, that for purposes of this paragraph (g)(7)(A), any amendment of the organizational documents of a surviving entity that is not a corporation, which amendment would, if adopted by a corporation subject to this chapter, be required to be included in the certificate of incorporation of such corporation, shall, by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company (or any successor by merger), by the same vote as is required by this chapter and/or by the certificate of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger; and (B) the business and affairs of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to, and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this chapter; and\n\n(8) The stockholders of the constituent corporation do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the constituent corporation. Neither paragraph (g)(7)(A) and (B) of this section nor any provision of a surviving entity’s organizational documents required by paragraph (g)(7)(A) and (B) of this section shall be deemed or construed to require approval of the stockholders of the holding company to elect or remove directors or managers, managing members or other members of the governing body of the surviving entity. The term “organizational documents”, as used in paragraph (g)(7) of this section and in the preceding sentence, shall, when used in reference to a corporation, mean the certificate of incorporation of such corporation, and when used in reference to a limited liability company, mean the limited liability company agreement of such limited liability company.\n\nAs used in this subsection only, the term “holding company” means a corporation which, from its incorporation until consummation of a merger governed by this subsection, was at all times a direct or indirect wholly-owned subsidiary of the constituent corporation and whose capital stock is issued in such merger. From and after the effective time of a merger adopted by a constituent corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection: (i) to the extent the restrictions of § 203 of this title applied to the constituent corporation and its stockholders at the effective time of the merger, such restrictions shall apply to the holding company and its stockholders immediately after the effective time of the merger as though it were the constituent corporation, and all shares of stock of the holding company acquired in the merger shall for purposes of § 203 of this title be deemed to have been acquired at the time that the shares of stock of the constituent corporation converted in the merger were acquired, and provided further that any stockholder who immediately prior to the effective time of the merger was not an interested stockholder within the meaning of § 203 of this title shall not solely by reason of the merger become an interested stockholder of the holding company, (ii) if the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the constituent corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of the constituent corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of capital stock of the constituent corporation and (iii) to the extent a stockholder of the constituent corporation immediately prior to the merger had standing to institute or maintain derivative litigation on behalf of the constituent corporation, nothing in this section shall be deemed to limit or extinguish such standing. If an agreement of merger is adopted by a constituent corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in the first sentence of this subsection have been satisfied, provided that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.\n\n(h) Notwithstanding the requirements of subsection (c) of this section, unless expressly required by its certificate of incorporation, no vote of stockholders of a constituent corporation that has a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the agreement of merger by such constituent corporation shall be necessary to authorize a merger if:\n\n(1) The agreement of merger expressly:\n\na. Permits or requires such merger to be effected under this subsection; and\n\nb. Provides that such merger shall be effected as soon as practicable following the consummation of the offer referred to in paragraph (h)(2) of this section if such merger is effected under this subsection;\n\n(2) A corporation consummates an offer for all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent this subsection, would be entitled to vote on the adoption or rejection of the agreement of merger; provided, however, that such offer may be conditioned on the tender of a minimum number or percentage of shares of the stock of such constituent corporation, or of any class or series thereof, and such offer may exclude any excluded stock and provided further that the corporation may consummate separate offers for separate classes or series of the stock of such constituent corporation;\n\na.–d. [Repealed.]\n\n(3) Immediately following the consummation of the offer referred to in paragraph (h)(2) of this section, the stock irrevocably accepted for purchase or exchange pursuant to such offer and received by the depository prior to expiration of such offer, together with the stock otherwise owned by the consummating corporation or its affiliates and any rollover stock, equals at least such percentage of the shares of stock of such constituent corporation, and of each class or series thereof, that, absent this subsection, would be required to adopt the agreement of merger by this chapter and by the certificate of incorporation of such constituent corporation;\n\n(4) The corporation consummating the offer referred to in paragraph (h)(2) of this section merges with or into such constituent corporation pursuant to such agreement; and\n\n(5) Each outstanding share (other than shares of excluded stock) of each class or series of stock of such constituent corporation that is the subject of and is not irrevocably accepted for purchase or exchange in the offer referred to in paragraph (h)(2) of this section is to be converted in such merger into, or into the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of such constituent corporation irrevocably accepted for purchase or exchange in such offer.\n\n(6) As used in this section only, the term:\n\na. “Affiliate” means, in respect of the corporation making the offer referred to in paragraph (h)(2) of this section, any person that (i) owns, directly or indirectly, all of the outstanding stock of such corporation or (ii) is a direct or indirect wholly-owned subsidiary of such corporation or of any person referred to in clause (i) of this definition;\n\nb. “Consummates” (and with correlative meaning, “consummation” and “consummating”) means irrevocably accepts for purchase or exchange stock tendered pursuant to an offer;\n\nc. “Depository” means an agent, including a depository, appointed to facilitate consummation of the offer referred to in paragraph (h)(2) of this section;\n\nd. “Excluded stock” means (i) stock of such constituent corporation that is owned at the commencement of the offer referred to in paragraph (h)(2) of this section by such constituent corporation, the corporation making the offer referred to in paragraph (h)(2) of this section, any person that owns, directly or indirectly, all of the outstanding stock of the corporation making such offer, or any direct or indirect wholly-owned subsidiary of any of the foregoing and (ii) rollover stock;\n\ne. “Person” means any individual, corporation, partnership, limited liability company, unincorporated association or other entity;\n\nf. “Received” (solely for purposes of paragraph (h)(3) of this section) means (a) with respect to certificated shares, physical receipt of a stock certificate accompanied by an executed letter of transmittal, (b) with respect to uncertificated shares held of record by a clearing corporation as nominee, transfer into the depository’s account by means of an agent’s message, and (c) with respect to uncertificated shares held of record by a person other than a clearing corporation as nominee, physical receipt of an executed letter of transmittal by the depository; provided, however, that shares shall cease to be “received” (i) with respect to certificated shares, if the certificate representing such shares was canceled prior to consummation of the offer referred to in paragraph (h)(2) of this section, or (ii) with respect to uncertificated shares, to the extent such uncertificated shares have been reduced or eliminated due to any sale of such shares prior to consummation of the offer referred to in paragraph (h)(2) of this section; and\n\ng. “Rollover stock” means any shares of stock of such constituent corporation that are the subject of a written agreement requiring such shares to be transferred, contributed or delivered to the consummating corporation or any of its affiliates in exchange for stock or other equity interests in such consummating corporation or an affiliate thereof; provided, however, that such shares of stock shall cease to be rollover stock for purposes of paragraph (h)(3) of this section if, immediately prior to the time the merger becomes effective under this chapter, such shares have not been transferred, contributed or delivered to the consummating corporation or any of its affiliates pursuant to such written agreement.\n\nIf an agreement of merger is adopted without the vote of stockholders of a corporation pursuant to this subsection, the secretary or assistant secretary of the surviving corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in this subsection (other than the condition listed in paragraph (h)(4) of this section) have been satisfied; provided that such certification on the agreement shall not be required if a certificate of merger is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be filed and shall become effective, in accordance with § 103 of this title. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc09/index.html" - }, - { - "key": "dgcl:280", - "heading": "DGCL § 280 — Notice to claimants; filing of claims", - "text": "(a) (1) After a corporation has been dissolved in accordance with the procedures set forth in this chapter, the corporation or any successor entity may give notice of the dissolution, requiring all persons having a claim against the corporation other than a claim against the corporation in a pending action, suit or proceeding to which the corporation is a party to present their claims against the corporation in accordance with such notice. Such notice shall state:\n\na. That all such claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim;\n\nb. The mailing address to which such a claim must be sent;\n\nc. The date by which such a claim must be received by the corporation or successor entity, which date shall be no earlier than 60 days from the date thereof; and\n\nd. That such claim will be barred if not received by the date referred to in paragraph (a)(1)c. of this section; and\n\ne. That the corporation or a successor entity may make distributions to other claimants and the corporation’s stockholders or persons interested as having been such without further notice to the claimant; and\n\nf. The aggregate amount, on an annual basis, of all distributions made by the corporation to its stockholders for each of the 3 years prior to the date the corporation dissolved.\n\nSuch notice shall also be published at least once a week for 2 consecutive weeks in a newspaper of general circulation in the county in which the office of the corporation’s last registered agent in this State is located and in the corporation’s principal place of business and, in the case of a corporation having $10,000,000 or more in total assets at the time of its dissolution, at least once in all editions of a daily newspaper with a national circulation. On or before the date of the first publication of such notice, the corporation or successor entity shall mail a copy of such notice by certified or registered mail, return receipt requested, to each known claimant of the corporation including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party.\n\n(2) Any claim against the corporation required to be presented pursuant to this subsection is barred if a claimant who was given actual notice under this subsection does not present the claim to the dissolved corporation or successor entity by the date referred to in paragraph (a)(1)c. of this section.\n\n(3) A corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing notice of such rejection by certified or registered mail, return receipt requested, to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before the expiration of the period described in § 278 of this title; provided however, that in the case of a claim filed pursuant to § 295 of this title against a corporation or successor entity for which a receiver or trustee has been appointed by the Court of Chancery the time period shall be as provided in § 296 of this title, and the 30-day appeal period provided for in § 296 of this title shall be applicable. A notice sent by a corporation or successor entity pursuant to this subsection shall state that any claim rejected therein will be barred if an action, suit or proceeding with respect to the claim is not commenced within 120 days of the date thereof, and shall be accompanied by a copy of §§ 278-283 of this title and, in the case of a notice sent by a court-appointed receiver or trustee and as to which a claim has been filed pursuant to § 295 of this title, copies of §§ 295 and 296 of this title.\n\n(4) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to paragraph (a)(3) of this section does not commence an action, suit or proceeding with respect to the claim no later than 120 days after the mailing of the rejection notice.\n\n(b) (1) A corporation or successor entity electing to follow the procedures described in subsection (a) of this section shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. Provided however, that as used in this section and in § 281 of this title, the term “contractual claims” shall not include any implied warranty as to any product manufactured, sold, distributed or handled by the dissolved corporation. Such notice shall be in substantially the form, and sent and published in the same manner, as described in paragraph (a)(1) of this section.\n\n(2) The corporation or successor entity shall offer any claimant on a contract whose claim is contingent, conditional or unmatured such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall mail such offer to the claimant by certified or registered mail, return receipt requested, within 90 days of receipt of such claim and, in all events, at least 150 days before the expiration of the period described in § 278 of this title. If the claimant offered such security does not deliver in writing to the corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant shall be deemed to have accepted such security as the sole source from which to satisfy the claim against the corporation.\n\n(c) (1) A corporation or successor entity which has given notice in accordance with subsection (a) of this section shall petition the Court of Chancery to determine the amount and form of security that will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party other than a claim barred pursuant to subsection (a) of this section.\n\n(2) A corporation or successor entity which has given notice in accordance with subsections (a) and (b) of this section shall petition the Court of Chancery to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to paragraph (b)(2) of this section.\n\n(3) A corporation or successor entity which has given notice in accordance with subsection (a) of this section shall petition the Court of Chancery to determine the amount and form of security which will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity within 5 years after the date of dissolution or such longer period of time as the Court of Chancery may determine not to exceed 10 years after the date of dissolution. The Court of Chancery may appoint a guardian ad litem in respect of any such proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.\n\n(d) The giving of any notice or making of any offer pursuant to this section shall not revive any claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.\n\n(e) As used in this section, the term “successor entity” shall include any trust, receivership or other legal entity governed by the laws of this State to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation and to distribute to the dissolved corporation’s stockholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized.\n\n(f) The time periods and notice requirements of this section shall, in the case of a corporation or successor entity for which a receiver or trustee has been appointed by the Court of Chancery, be subject to variation by, or in the manner provided in, the Rules of the Court of Chancery.\n\n(g) In the case of a nonstock corporation, any notice referred to in the last sentence of paragraph (a)(3) of this section shall include a copy of § 114 of this title. In the case of a nonprofit nonstock corporation, provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation’s certificate of incorporation or bylaws.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc10/index.html" - }, - { - "key": "dgcl:364", - "heading": "DGCL § 364 — Stock certificates; notices regarding uncertificated stock", - "text": "Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter. Any notice given by a public benefit corporation pursuant to § 151(f) of this title shall state conspicuously that the corporation is a public benefit corporation formed pursuant to this subchapter.", - "source_url": "https://delcode.delaware.gov/title8/c001/sc15/index.html" - } - ] -} diff --git a/demo/authority_seeds/exchange-act.json b/demo/authority_seeds/exchange-act.json deleted file mode 100644 index a2ed6e669..000000000 --- a/demo/authority_seeds/exchange-act.json +++ /dev/null @@ -1,41 +0,0 @@ -{ - "corpus_title": "Securities Exchange Act of 1934", - "authority": "exchange-act", - "aliases": [ - "Securities Exchange Act of 1934", - "Securities Exchange Act", - "Exchange Act" - ], - "sections": [ - { - "key": "exchange-act:10", - "heading": "Exchange Act § 10 — Manipulative and deceptive devices (15 U.S.C. § 78j)", - "text": "(a)\n\n(1) To effect a short sale, or to use or employ any stop-loss order in connection with the purchase or sale, of any security other than a government security, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(2) Paragraph (1) of this subsection shall not apply to security futures products.\n\n(b) To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement [1] any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(c)\n\n(1) To effect, accept, or facilitate a transaction involving the loan or borrowing of securities in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(2) Nothing in paragraph (1) may be construed to limit the authority of the appropriate Federal banking agency (as defined in section 1813(q) of title 12), the National Credit Union Administration, or any other Federal department or agency having a responsibility under Federal law to prescribe rules or regulations restricting transactions involving the loan or borrowing of securities in order to protect the safety and soundness of a financial institution or to protect the financial system from systemic risk.\n\nRules promulgated under subsection (b) that prohibit fraud, manipulation, or insider trading (but not rules imposing or specifying reporting or recordkeeping requirements, procedures, or standards as prophylactic measures against fraud, manipulation, or insider trading), and judicial precedents decided under subsection (b) and rules promulgated thereunder that prohibit fraud, manipulation, or insider trading, shall apply to security-based swap agreements to the same extent as they apply to securities. Judicial precedents decided under section 77q(a) of this title and sections 78i, 78o, 78p, 78t, and 78u–1 of this title, and judicial precedents decided under applicable rules promulgated under such sections, shall apply to security-based swap agreements to the same extent as they apply to securities.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/78j" - }, - { - "key": "exchange-act:12", - "heading": "Exchange Act § 12 — Registration requirements for securities (15 U.S.C. § 78l)", - "text": "(a) General requirement of registration It shall be unlawful for any member, broker, or dealer to effect any transaction in any security (other than an exempted security) on a national securities exchange unless a registration is effective as to such security for such exchange in accordance with the provisions of this chapter and the rules and regulations thereunder. The provisions of this subsection shall not apply in respect of a security futures product traded on a national securities exchange.\n\n(b) Procedure for registration; information A security may be registered on a national securities exchange by the issuer filing an application with the exchange (and filing with the Commission such duplicate originals thereof as the Commission may require), which application shall contain—\n\n(1) Such information, in such detail, as to the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer, and any guarantor of the security as to principal or interest or both, as the Commission may by rules and regulations require, as necessary or appropriate in the public interest or for the protection of investors, in respect of the following:\n\n(A) the organization, financial structure, and nature of the business;\n\n(B) the terms, position, rights, and privileges of the different classes of securities outstanding;\n\n(C) the terms on which their securities are to be, and during the preceding three years have been, offered to the public or otherwise;\n\n(D) the directors, officers, and underwriters, and each security holder of record holding more than 10 per centum of any class of any equity security of the issuer (other than an exempted security), their remuneration and their interests in the securities of, and their material contracts with, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer;\n\n(E) remuneration to others than directors and officers exceeding $20,000 per annum;\n\n(F) bonus and profit-sharing arrangements;\n\n(G) management and service contracts;\n\n(H) options existing or to be created in respect of their securities;\n\n(I) material contracts, not made in the ordinary course of business, which are to be executed in whole or in part at or after the filing of the application or which were made not more than two years before such filing, and every material patent or contract for a material patent right shall be deemed a material contract;\n\n(J) balance sheets for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm;\n\n(K) profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm; and\n\n(L) any further financial statements which the Commission may deem necessary or appropriate for the protection of investors.\n\n(2) Such copies of articles of incorporation, bylaws, trust indentures, or corresponding documents by whatever name known, underwriting arrangements, and other similar documents of, and voting trust agreements with respect to, the issuer and any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the issuer as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security.\n\n(3) Such copies of material contracts, referred to in paragraph (1)(I) above, as the Commission may require as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security.\n\n(c) Additional or alternative information If in the judgment of the Commission any information required under subsection (b) is inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such other information of comparable character as it may deem applicable to such class of issuers.\n\n(d) Effective date of registration; withdrawal of registration If the exchange authorities certify to the Commission that the security has been approved by the exchange for listing and registration, the registration shall become effective thirty days after the receipt of such certification by the Commission or within such shorter period of time as the Commission may determine. A security registered with a national securities exchange may be withdrawn or stricken from listing and registration in accordance with the rules of the exchange and, upon such terms as the Commission may deem necessary to impose for the protection of investors, upon application by the issuer or the exchange to the Commission; whereupon the issuer shall be relieved from further compliance with the provisions of this section and section 78m of this title and any rules or regulations under such sections as to the securities so withdrawn or stricken. An unissued security may be registered only in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(e) Exemption from provisions of section for period ending not later than July 1, 1935 Notwithstanding the foregoing provisions of this section, the Commission may by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, permit securities listed on any exchange at the time the registration of such exchange as a national securities exchange becomes effective, to be registered for a period ending not later than July 1, 1935, without complying with the provisions of this section.\n\n(f) Unlisted trading privileges for security originally listed on another national exchange\n\n(1)\n\n(A) Notwithstanding the preceding subsections of this section, any national securities exchange, in accordance with the requirements of this subsection and the rules hereunder, may extend unlisted trading privileges to—\n\n(i) any security that is listed and registered on a national securities exchange, subject to subparagraph (B); and\n\n(ii) any security that is otherwise registered pursuant to this section, or that would be required to be so registered except for the exemption from registration provided in subparagraph (B) or (G) of subsection (g)(2), subject to subparagraph (E) of this paragraph.\n\n(B) A national securities exchange may not extend unlisted trading privileges to a security described in subparagraph (A)(i) during such interval, if any, after the commencement of an initial public offering of such security, as is or may be required pursuant to subparagraph (C).\n\n(C) Not later than 180 days after October 22, 1994, the Commission shall prescribe, by rule or regulation, the duration of the interval referred to in subparagraph (B), if any, as the Commission determines to be necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter. Until the earlier of the effective date of such rule or regulation or 240 days after October 22, 1994, such interval shall begin at the opening of trading on the day on which such security commences trading on the national securities exchange with which such security is registered and end at the conclusion of the next day of trading.\n\n(D) The Commission may prescribe, by rule or regulation such additional procedures or requirements for extending unlisted trading privileges to any security as the Commission deems necessary or appropriate for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter.\n\n(E) No extension of unlisted trading privileges to securities described in subparagraph (A)(ii) may occur except pursuant to a rule, regulation, or order of the Commission approving such extension or extensions. In promulgating such rule or regulation or in issuing such order, the Commission—\n\n(i) shall find that such extension or extensions of unlisted trading privileges is consistent with the maintenance of fair and orderly markets, the protection of investors and the public interest, and otherwise in furtherance of the purposes of this chapter;\n\n(ii) shall take account of the public trading activity in such securities, the character of such trading, the impact of such extension on the existing markets for such securities, and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and\n\n(iii) shall not permit a national securities exchange to extend unlisted trading privileges to such securities if any rule of such national securities exchange would unreasonably impair the ability of a dealer to solicit or effect transactions in such securities for its own account, or would unreasonably restrict competition among dealers in such securities or between such dealers acting in the capacity of market makers who are specialists and such dealers who are not specialists.\n\n(F) An exchange may continue to extend unlisted trading privileges in accordance with this paragraph only if the exchange and the subject security continue to satisfy the requirements for eligibility under this paragraph, including any rules and regulations issued by the Commission pursuant to this paragraph, except that unlisted trading privileges may continue with regard to securities which had been admitted on such exchange prior to July 1, 1964, notwithstanding the failure to satisfy such requirements. If unlisted trading privileges in a security are discontinued pursuant to this subparagraph, the exchange shall cease trading in that security, unless the exchange and the subject security thereafter satisfy the requirements of this paragraph and the rules issued hereunder.\n\n(G) For purposes of this paragraph—\n\n(i) a security is the subject of an initial public offering if—\n\n(I) the offering of the subject security is registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.]; and\n\n(II) the issuer of the security, immediately prior to filing the registration statement with respect to the offering, was not subject to the reporting requirements of section 78m or 78o(d) of this title; and\n\n(ii) an initial public offering of such security commences at the opening of trading on the day on which such security commences trading on the national securities exchange with which such security is registered.\n\n(2)\n\n(A) At any time within 60 days of commencement of trading on an exchange of a security pursuant to unlisted trading privileges, the Commission may summarily suspend such unlisted trading privileges on the exchange. Such suspension shall not be reviewable under section 78y of this title and shall not be deemed to be a final agency action for purposes of section 704 of title 5. Upon such suspension—\n\n(i) the exchange shall cease trading in the security by the close of business on the date of such suspension, or at such time as the Commission may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter; and\n\n(ii) if the exchange seeks to extend unlisted trading privileges to the security, the exchange shall file an application to reinstate its ability to do so with the Commission pursuant to such procedures as the Commission may prescribe by rule or order for the maintenance of fair and orderly markets, the protection of investors and the public interest, or otherwise in furtherance of the purposes of this chapter.\n\n(B) A suspension under subparagraph (A) shall remain in effect until the Commission, by order, grants approval of an application to reinstate, as described in subparagraph (A)(ii).\n\n(C) A suspension under subparagraph (A) shall not affect the validity or force of an extension of unlisted trading privileges in effect prior to such suspension.\n\n(D) The Commission shall not approve an application by a national securities exchange to reinstate its ability to extend unlisted trading privileges to a security unless the Commission finds, after notice and opportunity for hearing, that the extension of unlisted trading privileges pursuant to such application is consistent with the maintenance of fair and orderly markets, the protection of investors and the public interest, and otherwise in furtherance of the purposes of this chapter. If the application is made to reinstate unlisted trading privileges to a security described in paragraph (1)(A)(ii), the Commission—\n\n(i) shall take account of the public trading activity in such security, the character of such trading, the impact of such extension on the existing markets for such a security, and the desirability of removing impediments to and the progress that has been made toward the development of a national market system; and\n\n(ii) shall not grant any such application if any rule of the national securities exchange making application under this subsection would unreasonably impair the ability of a dealer to solicit or effect transactions in such security for its own account, or would unreasonably restrict competition among dealers in such security or between such dealers acting in the capacity of marketmakers who are specialists and such dealers who are not specialists.\n\n(3) Notwithstanding paragraph (2), the Commission shall by rules and regulations suspend unlisted trading privileges in whole or in part for any or all classes of securities for a period not exceeding twelve months, if it deems such suspension necessary or appropriate in the public interest or for the protection of investors or to prevent evasion of the purposes of this chapter.\n\n(4) On the application of the issuer of any security for which unlisted trading privileges on any exchange have been continued or extended pursuant to this subsection, or of any broker or dealer who makes or creates a market for such security, or of any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, or on its own motion, the Commission shall by order terminate, or suspend for a period not exceeding twelve months, such unlisted trading privileges for such security if the Commission finds, after appropriate notice and opportunity for hearing, that such termination or suspension is necessary or appropriate in the public interest or for the protection of investors.\n\n(5) In any proceeding under this subsection in which appropriate notice and opportunity for hearing are required, notice of not less than ten days to the applicant in such proceeding, to the issuer of the security involved, to the exchange which is seeking to continue or extend or has continued or extended unlisted trading privileges for such security, and to the exchange, if any, on which such security is listed and registered, shall be deemed adequate notice, and any broker or dealer who makes or creates a market for such security, and any other person having a bona fide interest in such proceeding, shall upon application be entitled to be heard.\n\n(6) Any security for which unlisted trading privileges are continued or extended pursuant to this subsection shall be deemed to be registered on a national securities exchange within the meaning of this chapter. The powers and duties of the Commission under this chapter shall be applicable to the rules of an exchange in respect of any such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or upon specified terms and conditions, or for stated periods, exempt such securities from the operation of any provision of section 78m, 78n, or 78p of this title.\n\n(g) Registration of securities by issuer; exemptions\n\n(1) Every issuer which is engaged in interstate commerce, or in a business affecting interstate commerce, or whose securities are traded by use of the mails or any means or instrumentality of interstate commerce shall—\n\n(A) within 120 days after the last day of its first fiscal year ended on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by either—\n\n(i) 2,000 persons, or\n\n(ii) 500 persons who are not accredited investors (as such term is defined by the Commission), and\n\n(B) in the case of an issuer that is a bank, a savings and loan holding company (as defined in section 1467a of title 12), or a bank holding company, as such term is defined in section 1841 of title 12, not later than 120 days after the last day of its first fiscal year ended after the effective date of this subsection, on which the issuer has total assets exceeding $10,000,000 and a class of equity security (other than an exempted security) held of record by 2,000 or more persons,\n\nregister such security by filing with the Commission a registration statement (and such copies thereof as the Commission may require) with respect to such security containing such information and documents as the Commission may specify comparable to that which is required in an application to register a security pursuant to subsection (b) of this section. Each such registration statement shall become effective sixty days after filing with the Commission or within such shorter period as the Commission may direct. Until such registration statement becomes effective it shall not be deemed filed for the purposes of section 78r of this title. Any issuer may register any class of equity security not required to be registered by filing a registration statement pursuant to the provisions of this paragraph. The Commission is authorized to extend the date upon which any issuer or class of issuers is required to register a security pursuant to the provisions of this paragraph.\n\n(2) The provisions of this subsection shall not apply in respect of—\n\n(A) any security listed and registered on a national securities exchange.\n\n(B) any security issued by an investment company registered pursuant to section 80a–8 of this title.\n\n(C) any security, other than permanent stock, guaranty stock, permanent reserve stock, or any similar certificate evidencing nonwithdrawable capital, issued by a savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution, which is supervised and examined by State or Federal authority having supervision over any such institution.\n\n(D) any security of an issuer organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which inures to the benefit of any private shareholder or individual; or any security of a fund that is excluded from the definition of an investment company under section 80a–3(c)(10)(B) of this title.\n\n(E) any security of an issuer which is a “cooperative association” as defined in the Agricultural Marketing Act, approved June 15, 1929, as amended [12 U.S.C. 1141 et seq.], or a federation of such cooperative associations, if such federation possesses no greater powers or purposes than cooperative associations so defined.\n\n(F) any security issued by a mutual or cooperative organization which supplies a commodity or service primarily for the benefit of its members and operates not for pecuniary profit, but only if the security is part of a class issuable only to persons who purchase commodities or services from the issuer, the security is transferable only to a successor in interest or occupancy of premises serviced or to be served by the issuer, and no dividends are payable to the holder of the security.\n\n(G) any security issued by an insurance company if all of the following conditions are met:\n\n(i) Such insurance company is required to and does file an annual statement with the Commissioner of Insurance (or other officer or agency performing a similar function) of its domiciliary State, and such annual statement conforms to that prescribed by the National Association of Insurance Commissioners or in the determination of such State commissioner, officer or agency substantially conforms to that so prescribed.\n\n(ii) Such insurance company is subject to regulation by its domiciliary State of proxies, consents, or authorizations in respect of securities issued by such company and such regulation conforms to that prescribed by the National Association of Insurance Commissioners.\n\n(iii) After July 1, 1966, the purchase and sales of securities issued by such insurance company by beneficial owners, directors, or officers of such company are subject to regulation (including reporting) by its domiciliary State substantially in the manner provided in section 78p of this title.\n\n(H) any interest or participation in any collective trust funds maintained by a bank or in a separate account maintained by an insurance company which interest or participation is issued in connection with (i) a stock-bonus, pension, or profit-sharing plan which meets the requirements for qualification under section 401 of title 26, (ii) an annuity plan which meets the requirements for deduction of the employer’s contribution under section 404(a)(2) of title 26, or (iii) a church plan, company, or account that is excluded from the definition of an investment company under section 80a–3(c)(14) of this title.\n\n(3) The Commission may by rules or regulations or, on its own motion, after notice and opportunity for hearing, by order, exempt from this subsection any security of a foreign issuer, including any certificate of deposit for such a security, if the Commission finds that such exemption is in the public interest and is consistent with the protection of investors.\n\n(4) Registration of any class of security pursuant to this subsection shall be terminated ninety days, or such shorter period as the Commission may determine, after the issuer files a certification with the Commission that the number of holders of record of such class of security is reduced to less than 300 persons, or, in the case of a bank, a savings and loan holding company (as defined in section 1467a of title 12), or a bank holding company, as such term is defined in section 1841 of title 12, 1,200 persons persons.[1] The Commission shall after notice and opportunity for hearing deny termination of registration if it finds that the certification is untrue. Termination of registration shall be deferred pending final determination on the question of denial.\n\n(5) For the purposes of this subsection the term “class” shall include all securities of an issuer which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges. The Commission may for the purpose of this subsection define by rules and regulations the terms “total assets” and “held of record” as it deems necessary or appropriate in the public interest or for the protection of investors in order to prevent circumvention of the provisions of this subsection. For purposes of this subsection, a security futures product shall not be considered a class of equity security of the issuer of the securities underlying the security futures product. For purposes of determining whether an issuer is required to register a security with the Commission pursuant to paragraph (1), the definition of “held of record” shall not include securities held by persons who received the securities pursuant to an employee compensation plan in transactions exempted from the registration requirements of section 5 of the Securities Act of 1933 [15 U.S.C. 77e].\n\n(6) Exclusion for persons holding certain securities.— The Commission shall, by rule, exempt, conditionally or unconditionally, securities acquired pursuant to an offering made under section 4(6) [2] of the Securities Act of 1933 [15 U.S.C. 77d(a)(6)] from the provisions of this subsection.\n\n(h) Exemption by rules and regulations from certain provisions of section The Commission may by rules and regulations, or upon application of an interested person, by order, after notice and opportunity for hearing, exempt in whole or in part any issuer or class of issuers from the provisions of subsection (g) of this section or from section 78m, 78n, or 78o(d) of this title or may exempt from section 78p of this title any officer, director, or beneficial owner of securities of any issuer, any security of which is required to be registered pursuant to subsection (g) hereof, upon such terms and conditions and for such period as it deems necessary or appropriate, if the Commission finds, by reason of the number of public investors, amount of trading interest in the securities, the nature and extent of the activities of the issuer, income or assets of the issuer, or otherwise, that such action is not inconsistent with the public interest or the protection of investors. The Commission may, for the purposes of any of the above-mentioned sections or subsections of this chapter, classify issuers and prescribe requirements appropriate for each such class.\n\n(i) Securities issued by banks In respect of any securities issued by banks and savings associations the deposits of which are insured in accordance with the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.], the powers, functions, and duties vested in the Commission to administer and enforce this section and sections 78j–1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title, (1) with respect to national banks and Federal savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation [3] are vested in the Comptroller of the Currency, (2) with respect to all other member banks of the Federal Reserve System are vested in the Board of Governors of the Federal Reserve System, and (3) with respect to all other insured banks and State savings associations, the accounts of which are insured by the Federal Deposit Insurance Corporation, are vested in the Federal Deposit Insurance Corporation. The Comptroller of the Currency, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation shall have the power to make such rules and regulations as may be necessary for the execution of the functions vested in them as provided in this subsection. In carrying out their responsibilities under this subsection, the agencies named in the first sentence of this subsection shall issue substantially similar regulations to regulations and rules issued by the Commission under this section and sections 78j–1(m), 78m, 78n(a), 78n(c), 78n(d), 78n(f), and 78p of this title, and sections 7241, 7242, 7243, 7244, 7261(b), 7262, 7264, and 7265 of this title, unless they find that implementation of substantially similar regulations with respect to insured banks and insured institutions are not necessary or appropriate in the public interest or for protection of investors, and publish such findings, and the detailed reasons therefor, in the Federal Register. Such regulations of the above-named agencies, or the reasons for failure to publish such substantially similar regulations to those of the Commission, shall be published in the Federal Register within 120 days of October 28, 1974, and, thereafter, within 60 days of any changes made by the Commission in its relevant regulations and rules.\n\n(j) Denial, suspension, or revocation of registration; notice and hearing The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer, of such security has failed to comply with any provision of this chapter or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.\n\n(k) Trading suspensions; emergency authority\n\n(1) Trading suspensions If in its opinion the public interest and the protection of investors so require, the Commission is authorized by order—\n\n(A) summarily to suspend trading in any security (other than an exempted security) for a period not exceeding 10 business days, and\n\n(B) summarily to suspend all trading on any national securities exchange or otherwise, in securities other than exempted securities, for a period not exceeding 90 calendar days.\n\nThe action described in subparagraph (B) shall not take effect unless the Commission notifies the President of its decision and the President notifies the Commission that the President does not disapprove of such decision. If the actions described in subparagraph (A) or (B) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.\n\n(2) Emergency orders\n\n(A) In general The Commission, in an emergency, may by order summarily take such action to alter, supplement, suspend, or impose requirements or restrictions with respect to any matter or action subject to regulation by the Commission or a self-regulatory organization under the securities laws, as the Commission determines is necessary in the public interest and for the protection of investors—\n\n(i) to maintain or restore fair and orderly securities markets (other than markets in exempted securities);\n\n(ii) to ensure prompt, accurate, and safe clearance and settlement of transactions in securities (other than exempted securities); or\n\n(iii) to reduce, eliminate, or prevent the substantial disruption by the emergency of—\n\n(I) securities markets (other than markets in exempted securities), investment companies, or any other significant portion or segment of such markets; or\n\n(II) the transmission or processing of securities transactions (other than transactions in exempted securities).\n\n(B) Effective period An order of the Commission under this paragraph shall continue in effect for the period specified by the Commission, and may be extended. Except as provided in subparagraph (C), an order of the Commission under this paragraph may not continue in effect for more than 10 business days, including extensions.\n\n(C) Extension An order of the Commission under this paragraph may be extended to continue in effect for more than 10 business days if, at the time of the extension, the Commission finds that the emergency still exists and determines that the continuation of the order beyond 10 business days is necessary in the public interest and for the protection of investors to attain an objective described in clause (i), (ii), or (iii) of subparagraph (A). In no event shall an order of the Commission under this paragraph continue in effect for more than 30 calendar days.\n\n(D) Security futures If the actions described in subparagraph (A) involve a security futures product, the Commission shall consult with and consider the views of the Commodity Futures Trading Commission.\n\n(E) Exemption In exercising its authority under this paragraph, the Commission shall not be required to comply with the provisions of—\n\n(i) section 78s(c) of this title; or\n\n(ii) section 553 of title 5.\n\n(3) Termination of emergency actions by President The President may direct that action taken by the Commission under paragraph (1)(B) or paragraph (2) of this subsection shall not continue in effect.\n\n(4) Compliance with orders No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security in contravention of an order of the Commission under this subsection unless such order has been stayed, modified, or set aside as provided in paragraph (5) of this subsection or has ceased to be effective upon direction of the President as provided in paragraph (3).\n\n(5) Limitations on review of orders An order of the Commission pursuant to this subsection shall be subject to review only as provided in section 78y(a) of this title. Review shall be based on an examination of all the information before the Commission at the time such order was issued. The reviewing court shall not enter a stay, writ of mandamus, or similar relief unless the court finds, after notice and hearing before a panel of the court, that the Commission’s action is arbitrary, capricious, an abuse of discretion, or otherwise not in accordance with law.\n\n(6) Consultation Prior to taking any action described in paragraph (1)(B), the Commission shall consult with and consider the views of the Secretary of the Treasury, the Board of Governors of the Federal Reserve System, and the Commodity Futures Trading Commission, unless such consultation is impracticable in light of the emergency.\n\n(7) Definition For purposes of this subsection, the term “emergency” means—\n\n(A) a major market disturbance characterized by or constituting—\n\n(i) sudden and excessive fluctuations of securities prices generally, or a substantial threat thereof, that threaten fair and orderly markets; or\n\n(ii) a substantial disruption of the safe or efficient operation of the national system for clearance and settlement of transactions in securities, or a substantial threat thereof; or\n\n(B) a major disturbance that substantially disrupts, or threatens to substantially disrupt—\n\n(i) the functioning of securities markets, investment companies, or any other significant portion or segment of the securities markets; or\n\n(ii) the transmission or processing of securities transactions.\n\n(l) Issuance of any security in contravention of rules and regulations; application to annuity contracts and variable life policies It shall be unlawful for an issuer, any class of whose securities is registered pursuant to this section or would be required to be so registered except for the exemption from registration provided by subsection (g)(2)(B) or (g)(2)(G) of this section, by the use of any means or instrumentality of interstate commerce, or of the mails, to issue, either originally or upon transfer, any of such securities in a form or with a format which contravenes such rules and regulations as the Commission may prescribe as necessary or appropriate for the prompt and accurate clearance and settlement of transactions in securities. The provisions of this subsection shall not apply to variable annuity contracts or variable life policies issued by an insurance company or its separate accounts.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/78l" - }, - { - "key": "exchange-act:13", - "heading": "Exchange Act § 13 — Periodical and other reports (15 U.S.C. § 78m)", - "text": "(a) Reports by issuer of security; contents Every issuer of a security registered pursuant to section 78l of this title shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security—\n\n(1) such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 78l of this title, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.\n\n(2) such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.\n\nEvery issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange. In any registration statement, periodic report, or other reports to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its first registration statement that became effective under this chapter or the Securities Act of 1933 [15 U.S.C. 77a et seq.] and, with respect to any such statement or reports, an emerging growth company may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.\n\n(b) Form of report; books, records, and internal accounting; directives\n\n(1) The Commission may prescribe, in regard to reports made pursuant to this chapter, the form or forms in which the required information shall be set forth, the items or details to be shown in the balance sheet and the earnings statement, and the methods to be followed in the preparation of reports, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of separate and/or consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer; but in the case of the reports of any person whose methods of accounting are prescribed under the provisions of any law of the United States, or any rule or regulation thereunder, the rules and regulations of the Commission with respect to reports shall not be inconsistent with the requirements imposed by such law or rule or regulation in respect of the same subject matter (except that such rules and regulations of the Commission may be inconsistent with such requirements to the extent that the Commission determines that the public interest or the protection of investors so requires).\n\n(2) Every issuer which has a class of securities registered pursuant to section 78l of this title and every issuer which is required to file reports pursuant to section 78o(d) of this title shall—\n\n(A) make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;\n\n(B) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that—\n\n(i) transactions are executed in accordance with management’s general or specific authorization;\n\n(ii) transactions are recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets;\n\n(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and\n\n(iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and\n\n(C) notwithstanding any other provision of law, pay the allocable share of such issuer of a reasonable annual accounting support fee or fees, determined in accordance with section 7219 of this title.\n\n(3)\n\n(A) With respect to matters concerning the national security of the United States, no duty or liability under paragraph (2) of this subsection shall be imposed upon any person acting in cooperation with the head of any Federal department or agency responsible for such matters if such act in cooperation with such head of a department or agency was done upon the specific, written directive of the head of such department or agency pursuant to Presidential authority to issue such directives. Each directive issued under this paragraph shall set forth the specific facts and circumstances with respect to which the provisions of this paragraph are to be invoked. Each such directive shall, unless renewed in writing, expire one year after the date of issuance.\n\n(B) Each head of a Federal department or agency of the United States who issues a directive pursuant to this paragraph shall maintain a complete file of all such directives and shall, on October 1 of each year, transmit a summary of matters covered by such directives in force at any time during the previous year to the Permanent Select Committee on Intelligence of the House of Representatives and the Select Committee on Intelligence of the Senate.\n\n(4) No criminal liability shall be imposed for failing to comply with the requirements of paragraph (2) of this subsection except as provided in paragraph (5) of this subsection.\n\n(5) No person shall knowingly circumvent or knowingly fail to implement a system of internal accounting controls or knowingly falsify any book, record, or account described in paragraph (2).\n\n(6) Where an issuer which has a class of securities registered pursuant to section 78l of this title or an issuer which is required to file reports pursuant to section 78o(d) of this title holds 50 per centum or less of the voting power with respect to a domestic or foreign firm, the provisions of paragraph (2) require only that the issuer proceed in good faith to use its influence, to the extent reasonable under the issuer’s circumstances, to cause such domestic or foreign firm to devise and maintain a system of internal accounting controls consistent with paragraph (2). Such circumstances include the relative degree of the issuer’s ownership of the domestic or foreign firm and the laws and practices governing the business operations of the country in which such firm is located. An issuer which demonstrates good faith efforts to use such influence shall be conclusively presumed to have complied with the requirements of paragraph (2).\n\n(7) For the purpose of paragraph (2) of this subsection, the terms “reasonable assurances” and “reasonable detail” mean such level of detail and degree of assurance as would satisfy prudent officials in the conduct of their own affairs.\n\n(c) Alternative reports If in the judgment of the Commission any report required under subsection (a) is inapplicable to any specified class or classes of issuers, the Commission shall require in lieu thereof the submission of such reports of comparable character as it may deem applicable to such class or classes of issuers.\n\n(d) Reports by persons acquiring more than five per centum of certain classes of securities\n\n(1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 78l of this title, or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 78l(g)(2)(G) of this title, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.] or any equity security issued by a Native Corporation pursuant to section 1629c(d)(6) of title 43, or otherwise becomes or is deemed to become a beneficial owner of any of the foregoing upon the purchase or sale of a security-based swap that the Commission may define by rule, and is directly or indirectly the beneficial owner of more than 5 per centum of such class shall, within ten days after such acquisition or within such shorter time as the Commission may establish by rule, file with the Commission, a statement containing such of the following information, and such additional information, as the Commission may by rules and regulations, prescribe as necessary or appropriate in the public interest or for the protection of investors—\n\n(A) the background, and identity, residence, and citizenship of, and the nature of such beneficial ownership by, such person and all other persons by whom or on whose behalf the purchases have been or are to be effected;\n\n(B) the source and amount of the funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading such security, a description of the transaction and the names of the parties thereto, except that where a source of funds is a loan made in the ordinary course of business by a bank, as defined in section 78c(a)(6) of this title, if the person filing such statement so requests, the name of the bank shall not be made available to the public;\n\n(C) if the purpose of the purchases or prospective purchases is to acquire control of the business of the issuer of the securities, any plans or proposals which such persons may have to liquidate such issuer, to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure;\n\n(D) the number of shares of such security which are beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly, by (i) such person, and (ii) by each associate of such person, giving the background, identity, residence, and citizenship of each such associate; and\n\n(E) information as to any contracts, arrangements, or understandings with any person with respect to any securities of the issuer, including but not limited to transfer of any of the securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or guaranties of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into, and giving the details thereof.\n\n(2) If any material change occurs in the facts set forth in the statement filed with the Commission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for the purposes of this subsection.\n\n(4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer.\n\n(5) The Commission, by rule or regulation or by order, may permit any person to file in lieu of the statement required by paragraph (1) of this subsection or the rules and regulations thereunder, a notice stating the name of such person, the number of shares of any equity securities subject to paragraph (1) which are owned by him, the date of their acquisition and such other information as the Commission may specify, if it appears to the Commission that such securities were acquired by such person in the ordinary course of his business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer nor in connection with or as a participant in any transaction having such purpose or effect.\n\n(6) The provisions of this subsection shall not apply to—\n\n(A) any acquisition or offer to acquire securities made or proposed to be made by means of a registration statement under the Securities Act of 1933 [15 U.S.C. 77a et seq.];\n\n(B) any acquisition of the beneficial ownership of a security which, together with all other acquisitions by the same person of securities of the same class during the preceding twelve months, does not exceed 2 per centum of that class;\n\n(C) any acquisition of an equity security by the issuer of such security;\n\n(D) any acquisition or proposed acquisition of a security which the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection.\n\n(e) Purchase of securities by issuer\n\n(1) It shall be unlawful for an issuer which has a class of equity securities registered pursuant to section 78l of this title, or which is a closed-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], to purchase any equity security issued by it if such purchase is in contravention of such rules and regulations as the Commission, in the public interest or for the protection of investors, may adopt (A) to define acts and practices which are fraudulent, deceptive, or manipulative, and (B) to prescribe means reasonably designed to prevent such acts and practices. Such rules and regulations may require such issuer to provide holders of equity securities of such class with such information relating to the reasons for such purchase, the source of funds, the number of shares to be purchased, the price to be paid for such securities, the method of purchase, and such additional information, as the Commission deems necessary or appropriate in the public interest or for the protection of investors, or which the Commission deems to be material to a determination whether such security should be sold.\n\n(2) For the purpose of this subsection, a purchase by or for the issuer or any person controlling, controlled by, or under common control with the issuer, or a purchase subject to control of the issuer or any such person, shall be deemed to be a purchase by the issuer. The Commission shall have power to make rules and regulations implementing this paragraph in the public interest and for the protection of investors, including exemptive rules and regulations covering situations in which the Commission deems it unnecessary or inappropriate that a purchase of the type described in this paragraph shall be deemed to be a purchase by the issuer for purposes of some or all of the provisions of paragraph (1) of this subsection.\n\n(3) At the time of filing such statement as the Commission may require by rule pursuant to paragraph (1) of this subsection, the person making the filing shall pay to the Commission a fee at a rate that, subject to paragraph (4), is equal to $92 [1] per $1,000,000 of the value of securities proposed to be purchased. The fee shall be reduced with respect to securities in an amount equal to any fee paid with respect to any securities issued in connection with the proposed transaction under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)], or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this paragraph.\n\n(4) Annual adjustment.— For each fiscal year, the Commission shall by order adjust the rate required by paragraph (3) for such fiscal year to a rate that is equal to the rate (expressed in dollars per million) that is applicable under section 6(b) of the Securities Act of 1933 [15 U.S.C. 77f(b)] for such fiscal year.\n\n(5) Fee collections.— Fees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall be deposited and credited as general revenue of the Treasury and shall not be available for obligation.\n\n(6) Effective date; publication.— In exercising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under paragraph (4) shall be published and take effect in accordance with section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)).\n\n(7) Pro rata application.— The rates per $1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $1,000,000.\n\n(f) Reports by institutional investment managers\n\n(1) Every institutional investment manager which uses the mails, or any means or instrumentality of interstate commerce in the course of its business as an institutional investment manager and which exercises investment discretion with respect to accounts holding equity securities of a class described in subsection (d)(1) or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule, having an aggregate fair market value on the last trading day in any of the preceding twelve months of at least $100,000,000 or such lesser amount (but in no case less than $10,000,000) as the Commission, by rule, may determine, shall file reports with the Commission in such form, for such periods, and at such times after the end of such periods as the Commission, by rule, may prescribe, but in no event shall such reports be filed for periods longer than one year or shorter than one quarter. Such reports shall include for each such equity security held on the last day of the reporting period by accounts (in aggregate or by type as the Commission, by rule, may prescribe) with respect to which the institutional investment manager exercises investment discretion (other than securities held in amounts which the Commission, by rule, determines to be insignificant for purposes of this subsection), the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value of each such security. Such reports may also include for accounts (in aggregate or by type) with respect to which the institutional investment manager exercises investment discretion such of the following information as the Commission, by rule, prescribes—\n\n(A) the name of the issuer and the title, class, CUSIP number, number of shares or principal amount, and aggregate fair market value or cost or amortized cost of each other security (other than an exempted security) held on the last day of the reporting period by such accounts;\n\n(B) the aggregate fair market value or cost or amortized cost of exempted securities (in aggregate or by class) held on the last day of the reporting period by such accounts;\n\n(C) the number of shares of each equity security of a class described in subsection (d)(1) held on the last day of the reporting period by such accounts with respect to which the institutional investment manager possesses sole or shared authority to exercise the voting rights evidenced by such securities;\n\n(D) the aggregate purchases and aggregate sales during the reporting period of each security (other than an exempted security) effected by or for such accounts; and\n\n(E) with respect to any transaction or series of transactions having a market value of at least $500,000 or such other amount as the Commission, by rule, may determine, effected during the reporting period by or for such accounts in any equity security of a class described in subsection (d)(1)—\n\n(i) the name of the issuer and the title, class, and CUSIP number of the security;\n\n(ii) the number of shares or principal amount of the security involved in the transaction;\n\n(iii) whether the transaction was a purchase or sale;\n\n(iv) the per share price or prices at which the transaction was effected;\n\n(v) the date or dates of the transaction;\n\n(vi) the date or dates of the settlement of the transaction;\n\n(vii) the broker or dealer through whom the transaction was effected;\n\n(viii) the market or markets in which the transaction was effected; and\n\n(ix) such other related information as the Commission, by rule, may prescribe.\n\n(2) The Commission shall prescribe rules providing for the public disclosure of the name of the issuer and the title, class, CUSIP number, aggregate amount of the number of short sales of each security, and any additional information determined by the Commission following the end of the reporting period. At a minimum, such public disclosure shall occur every month.\n\n(3) The Commission, by rule, or order, may exempt, conditionally or unconditionally, any institutional investment manager or security or any class of institutional investment managers or securities from any or all of the provisions of this subsection or the rules thereunder.\n\n(4) The Commission shall make available to the public for a reasonable fee a list of all equity securities of a class described in subsection (d)(1), updated no less frequently than reports are required to be filed pursuant to paragraph (1) of this subsection. The Commission shall tabulate the information contained in any report filed pursuant to this subsection in a manner which will, in the view of the Commission, maximize the usefulness of the information to other Federal and State authorities and the public. Promptly after the filing of any such report, the Commission shall make the information contained therein conveniently available to the public for a reasonable fee in such form as the Commission, by rule, may prescribe, except that the Commission, as it determines to be necessary or appropriate in the public interest or for the protection of investors, may delay or prevent public disclosure of any such information in accordance with section 552 of title 5. Notwithstanding the preceding sentence, any such information identifying the securities held by the account of a natural person or an estate or trust (other than a business trust or investment company) shall not be disclosed to the public.\n\n(5) In exercising its authority under this subsection, the Commission shall determine (and so state) that its action is necessary or appropriate in the public interest and for the protection of investors or to maintain fair and orderly markets or, in granting an exemption, that its action is consistent with the protection of investors and the purposes of this subsection. In exercising such authority the Commission shall take such steps as are within its power, including consulting with the Comptroller General of the United States, the Director of the Office of Management and Budget, the appropriate regulatory agencies, Federal and State authorities which, directly or indirectly, require reports from institutional investment managers of information substantially similar to that called for by this subsection, national securities exchanges, and registered securities associations, (A) to achieve uniform, centralized reporting of information concerning the securities holdings of and transactions by or for accounts with respect to which institutional investment managers exercise investment discretion, and (B) consistently with the objective set forth in the preceding subparagraph, to avoid unnecessarily duplicative reporting by, and minimize the compliance burden on, institutional investment managers. Federal authorities which, directly or indirectly, require reports from institutional investment managers of information substantially similar to that called for by this subsection shall cooperate with the Commission in the performance of its responsibilities under the preceding sentence. An institutional investment manager which is a bank, the deposits of which are insured in accordance with the Federal Deposit Insurance Act [12 U.S.C. 1811 et seq.], shall file with the appropriate regulatory agency a copy of every report filed with the Commission pursuant to this subsection.\n\n(6)\n\n(A) For purposes of this subsection the term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person.\n\n(B) The Commission shall adopt such rules as it deems necessary or appropriate to prevent duplicative reporting pursuant to this subsection by two or more institutional investment managers exercising investment discretion with respect to the same amount.[2]\n\n(g) Statement of equity security ownership\n\n(1) Any person who is directly or indirectly the beneficial owner of more than 5 per centum of any security of a class described in subsection (d)(1) of this section or otherwise becomes or is deemed to become a beneficial owner of any security of a class described in subsection (d)(1) upon the purchase or sale of a security-based swap that the Commission may define by rule shall file with the Commission a statement setting forth, in such form and at such time as the Commission may, by rule, prescribe—\n\n(A) such person’s identity, residence, and citizenship; and\n\n(B) the number and description of the shares in which such person has an interest and the nature of such interest.\n\n(2) If any material change occurs in the facts set forth in the statement filed with the Commission, an amendment shall be filed with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(3) When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for the purposes of this subsection.\n\n(4) In determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer.\n\n(5) In exercising its authority under this subsection, the Commission shall take such steps as it deems necessary or appropriate in the public interest or for the protection of investors (A) to achieve centralized reporting of information regarding ownership, (B) to avoid unnecessarily duplicative reporting by and minimize the compliance burden on persons required to report, and (C) to tabulate and promptly make available the information contained in any report filed pursuant to this subsection in a manner which will, in the view of the Commission, maximize the usefulness of the information to other Federal and State agencies and the public.\n\n(6) The Commission may, by rule or order, exempt, in whole or in part, any person or class of persons from any or all of the reporting requirements of this subsection as it deems necessary or appropriate in the public interest or for the protection of investors.\n\n(h) Large trader reporting\n\n(1) Identification requirements for large traders For the purpose of monitoring the impact on the securities markets of securities transactions involving a substantial volume or a large fair market value or exercise value and for the purpose of otherwise assisting the Commission in the enforcement of this chapter, each large trader shall—\n\n(A) provide such information to the Commission as the Commission may by rule or regulation prescribe as necessary or appropriate, identifying such large trader and all accounts in or through which such large trader effects such transactions; and\n\n(B) identify, in accordance with such rules or regulations as the Commission may prescribe as necessary or appropriate, to any registered broker or dealer by or through whom such large trader directly or indirectly effects securities transactions, such large trader and all accounts directly or indirectly maintained with such broker or dealer by such large trader in or through which such transactions are effected.\n\n(2) Recordkeeping and reporting requirements for brokers and dealers Every registered broker or dealer shall make and keep for prescribed periods such records as the Commission by rule or regulation prescribes as necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this chapter, with respect to securities transactions that equal or exceed the reporting activity level effected directly or indirectly by or through such registered broker or dealer of or for any person that such broker or dealer knows is a large trader, or any person that such broker or dealer has reason to know is a large trader on the basis of transactions in securities effected by or through such broker or dealer. Such records shall be available for reporting to the Commission, or any self-regulatory organization that the Commission shall designate to receive such reports, on the morning of the day following the day the transactions were effected, and shall be reported to the Commission or a self-regulatory organization designated by the Commission immediately upon request by the Commission or such a self-regulatory organization. Such records and reports shall be in a format and transmitted in a manner prescribed by the Commission (including, but not limited to, machine readable form).\n\n(3) Aggregation rules The Commission may prescribe rules or regulations governing the manner in which transactions and accounts shall be aggregated for the purpose of this subsection, including aggregation on the basis of common ownership or control.\n\n(4) Examination of broker and dealer records All records required to be made and kept by registered brokers and dealers pursuant to this subsection with respect to transactions effected by large traders are subject at any time, or from time to time, to such reasonable periodic, special, or other examinations by representatives of the Commission as the Commission deems necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of this chapter.\n\n(5) Factors to be considered in Commission actions In exercising its authority under this subsection, the Commission shall take into account—\n\n(A) existing reporting systems;\n\n(B) the costs associated with maintaining information with respect to transactions effected by large traders and reporting such information to the Commission or self-regulatory organizations; and\n\n(C) the relationship between the United States and international securities markets.\n\n(6) Exemptions The Commission, by rule, regulation, or order, consistent with the purposes of this chapter, may exempt any person or class of persons or any transaction or class of transactions, either conditionally or upon specified terms and conditions or for stated periods, from the operation of this subsection, and the rules and regulations thereunder.\n\n(7) Authority of Commission to limit disclosure of information Notwithstanding any other provision of law, the Commission shall not be compelled to disclose any information required to be kept or reported under this subsection. Nothing in this subsection shall authorize the Commission to withhold information from Congress, or prevent the Commission from complying with a request for information from any other Federal department or agency requesting information for purposes within the scope of its jurisdiction, or complying with an order of a court of the United States in an action brought by the United States or the Commission. For purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552.\n\n(8) Definitions For purposes of this subsection—\n\n(A) the term “large trader” means every person who, for his own account or an account for which he exercises investment discretion, effects transactions for the purchase or sale of any publicly traded security or securities by use of any means or instrumentality of interstate commerce or of the mails, or of any facility of a national securities exchange, directly or indirectly by or through a registered broker or dealer in an aggregate amount equal to or in excess of the identifying activity level;\n\n(B) the term “publicly traded security” means any equity security (including an option on individual equity securities, and an option on a group or index of such securities) listed, or admitted to unlisted trading privileges, on a national securities exchange, or quoted in an automated interdealer quotation system;\n\n(C) the term “identifying activity level” means transactions in publicly traded securities at or above a level of volume, fair market value, or exercise value as shall be fixed from time to time by the Commission by rule or regulation, specifying the time interval during which such transactions shall be aggregated;\n\n(D) the term “reporting activity level” means transactions in publicly traded securities at or above a level of volume, fair market value, or exercise value as shall be fixed from time to time by the Commission by rule, regulation, or order, specifying the time interval during which such transactions shall be aggregated; and\n\n(E) the term “person” has the meaning given in section 78c(a)(9) of this title and also includes two or more persons acting as a partnership, limited partnership, syndicate, or other group, but does not include a foreign central bank.\n\n(i) Accuracy of financial reports Each financial report that contains financial statements, and that is required to be prepared in accordance with (or reconciled to) generally accepted accounting principles under this chapter and filed with the Commission shall reflect all material correcting adjustments that have been identified by a registered public accounting firm in accordance with generally accepted accounting principles and the rules and regulations of the Commission.\n\n(j) Off-balance sheet transactions Not later than 180 days after July 30, 2002, the Commission shall issue final rules providing that each annual and quarterly financial report required to be filed with the Commission shall disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the issuer with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.\n\n(k) Prohibition on personal loans to executives\n\n(1) In general It shall be unlawful for any issuer (as defined in section 7201 of this title), directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to renew an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of that issuer. An extension of credit maintained by the issuer on July 30, 2002, shall not be subject to the provisions of this subsection, provided that there is no material modification to any term of any such extension of credit or any renewal of any such extension of credit on or after July 30, 2002.\n\n(2) Limitation Paragraph (1) does not preclude any home improvement and manufactured home loans (as that term is defined in section 1464 of title 12), consumer credit (as defined in section 1602 of this title), or any extension of credit under an open end credit plan (as defined in section 1602 of this title), or a charge card (as defined in section 1637(c)(4)(e) of this title), or any extension of credit by a broker or dealer registered under section 78o of this title to an employee of that broker or dealer to buy, trade, or carry securities, that is permitted under rules or regulations of the Board of Governors of the Federal Reserve System pursuant to section 78g of this title (other than an extension of credit that would be used to purchase the stock of that issuer), that is—\n\n(A) made or provided in the ordinary course of the consumer credit business of such issuer;\n\n(B) of a type that is generally made available by such issuer to the public; and\n\n(C) made by such issuer on market terms, or terms that are no more favorable than those offered by the issuer to the general public for such extensions of credit.\n\n(3) Rule of construction for certain loans Paragraph (1) does not apply to any loan made or maintained by an insured depository institution (as defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813)), if the loan is subject to the insider lending restrictions of section 375b of title 12.\n\n(l) Real time issuer disclosures Each issuer reporting under subsec. (a) or section 78o(d) of this title shall disclose to the public on a rapid and current basis such additional information concerning material changes in the financial condition or operations of the issuer, in plain English, which may include trend and qualitative information and graphic presentations, as the Commission determines, by rule, is necessary or useful for the protection of investors and in the public interest.\n\n(m) Public availability of security-based swap transaction data\n\n(1) In general\n\n(A) Definition of real-time public reporting In this paragraph, the term “real-time public reporting” means to report data relating to a security-based swap transaction, including price and volume, as soon as technologically practicable after the time at which the security-based swap transaction has been executed.\n\n(B) Purpose The purpose of this subsection is to authorize the Commission to make security-based swap transaction and pricing data available to the public in such form and at such times as the Commission determines appropriate to enhance price discovery.\n\n(C) General rule The Commission is authorized to provide by rule for the public availability of security-based swap transaction, volume, and pricing data as follows:\n\n(i) With respect to those security-based swaps that are subject to the mandatory clearing requirement described in section 78c–3(a)(1) of this title (including those security-based swaps that are excepted from the requirement pursuant to section 78c–3(g) of this title), the Commission shall require real-time public reporting for such transactions.\n\n(ii) With respect to those security-based swaps that are not subject to the mandatory clearing requirement described in section 78c–3(a)(1) of this title, but are cleared at a registered clearing agency, the Commission shall require real-time public reporting for such transactions.\n\n(iii) With respect to security-based swaps that are not cleared at a registered clearing agency and which are reported to a security-based swap data repository or the Commission under section 78c–3(a)(6) of this title,[3] the Commission shall require real-time public reporting for such transactions, in a manner that does not disclose the business transactions and market positions of any person.\n\n(iv) With respect to security-based swaps that are determined to be required to be cleared under section 78c–3(b) of this title but are not cleared, the Commission shall require real-time public reporting for such transactions.\n\n(D) Registered entities and public reporting The Commission may require registered entities to publicly disseminate the security-based swap transaction and pricing data required to be reported under this paragraph.\n\n(E) Rulemaking required With respect to the rule providing for the public availability of transaction and pricing data for security-based swaps described in clauses (i) and (ii) of subparagraph (C), the rule promulgated by the Commission shall contain provisions—\n\n(i) to ensure such information does not identify the participants;\n\n(ii) to specify the criteria for determining what constitutes a large notional security-based swap transaction (block trade) for particular markets and contracts;\n\n(iii) to specify the appropriate time delay for reporting large notional security-based swap transactions (block trades) to the public; and\n\n(iv) that take into account whether the public disclosure will materially reduce market liquidity.\n\n(F) Timeliness of reporting Parties to a security-based swap (including agents of the parties to a security-based swap) shall be responsible for reporting security-based swap transaction information to the appropriate registered entity in a timely manner as may be prescribed by the Commission.\n\n(G) Reporting of swaps to registered security-based swap data repositories Each security-based swap (whether cleared or uncleared) shall be reported to a registered security-based swap data repository.\n\n(H) Registration of clearing agencies A clearing agency may register as a security-based swap data repository.\n\n(2) Semiannual and annual public reporting of aggregate security-based swap data\n\n(A) In general In accordance with subparagraph (B), the Commission shall issue a written report on a semiannual and annual basis to make available to the public information relating to—\n\n(i) the trading and clearing in the major security-based swap categories; and\n\n(ii) the market participants and developments in new products.\n\n(B) Use; consultation In preparing a report under subparagraph (A), the Commission shall—\n\n(i) use information from security-based swap data repositories and clearing agencies; and\n\n(ii) consult with the Office of the Comptroller of the Currency, the Bank for International Settlements, and such other regulatory bodies as may be necessary.\n\n(C) Authority of Commission The Commission may, by rule, regulation, or order, delegate the public reporting responsibilities of the Commission under this paragraph in accordance with such terms and conditions as the Commission determines to be appropriate and in the public interest.\n\n(n) Security-based swap data repositories\n\n(1) Registration requirement It shall be unlawful for any person, unless registered with the Commission, directly or indirectly, to make use of the mails or any means or instrumentality of interstate commerce to perform the functions of a security-based swap data repository.\n\n(2) Inspection and examination Each registered security-based swap data repository shall be subject to inspection and examination by any representative of the Commission.\n\n(3) Compliance with core principles\n\n(A) In general To be registered, and maintain registration, as a security-based swap data repository, the security-based swap data repository shall comply with—\n\n(i) the requirements and core principles described in this subsection; and\n\n(ii) any requirement that the Commission may impose by rule or regulation.\n\n(B) Reasonable discretion of security-based swap data repository Unless otherwise determined by the Commission, by rule or regulation, a security-based swap data repository described in subparagraph (A) shall have reasonable discretion in establishing the manner in which the security-based swap data repository complies with the core principles described in this subsection.\n\n(4) Standard setting\n\n(A) Data identification\n\n(i) In general In accordance with clause (ii), the Commission shall prescribe standards that specify the data elements for each security-based swap that shall be collected and maintained by each registered security-based swap data repository.\n\n(ii) Requirement In carrying out clause (i), the Commission shall prescribe consistent data element standards applicable to registered entities and reporting counterparties.\n\n(B) Data collection and maintenance The Commission shall prescribe data collection and data maintenance standards for security-based swap data repositories.\n\n(C) Comparability The standards prescribed by the Commission under this subsection shall be comparable to the data standards imposed by the Commission on clearing agencies in connection with their clearing of security-based swaps.\n\n(5) Duties A security-based swap data repository shall—\n\n(A) accept data prescribed by the Commission for each security-based swap under subsection (b);\n\n(B) confirm with both counterparties to the security-based swap the accuracy of the data that was submitted;\n\n(C) maintain the data described in subparagraph (A) in such form, in such manner, and for such period as may be required by the Commission;\n\n(D)\n\n(i) provide direct electronic access to the Commission (or any designee of the Commission, including another registered entity); and\n\n(ii) provide the information described in subparagraph (A) in such form and at such frequency as the Commission may require to comply with the public reporting requirements set forth in subsection (m);\n\n(E) at the direction of the Commission, establish automated systems for monitoring, screening, and analyzing security-based swap data;\n\n(F) maintain the privacy of any and all security-based swap transaction information that the security-based swap data repository receives from a security-based swap dealer, counterparty, or any other registered entity; and\n\n(G) on a confidential basis pursuant to section 78x of this title, upon request, and after notifying the Commission of the request, make available security-based swap data obtained by the security-based swap data repository, including individual counterparty trade and position data, to—\n\n(i) each appropriate prudential regulator;\n\n(ii) the Financial Stability Oversight Council;\n\n(iii) the Commodity Futures Trading Commission;\n\n(iv) the Department of Justice; and\n\n(v) any other person that the Commission determines to be appropriate, including—\n\n(I) foreign financial supervisors (including foreign futures authorities);\n\n(II) foreign central banks;\n\n(III) foreign ministries; and\n\n(IV) other foreign authorities.\n\n(H) Confidentiality agreement.— Before the security-based swap data repository may share information with any entity described in subparagraph (G), the security-based swap data repository shall receive a written agreement from each entity stating that the entity shall abide by the confidentiality requirements described in section 78x of this title relating to the information on security-based swap transactions that is provided.\n\n(6) Designation of chief compliance officer\n\n(A) In general Each security-based swap data repository shall designate an individual to serve as a chief compliance officer.\n\n(B) Duties The chief compliance officer shall—\n\n(i) report directly to the board or to the senior officer of the security-based swap data repository;\n\n(ii) review the compliance of the security-based swap data repository with respect to the requirements and core principles described in this subsection;\n\n(iii) in consultation with the board of the security-based swap data repository, a body performing a function similar to the board of the security-based swap data repository, or the senior officer of the security-based swap data repository, resolve any conflicts of interest that may arise;\n\n(iv) be responsible for administering each policy and procedure that is required to be established pursuant to this section;\n\n(v) ensure compliance with this chapter (including regulations) relating to agreements, contracts, or transactions, including each rule prescribed by the Commission under this section;\n\n(vi) establish procedures for the remediation of noncompliance issues identified by the chief compliance officer through any—\n\n(I) compliance office review;\n\n(II) look-back;\n\n(III) internal or external audit finding;\n\n(IV) self-reported error; or\n\n(V) validated complaint; and\n\n(vii) establish and follow appropriate procedures for the handling, management response, remediation, retesting, and closing of noncompliance issues.\n\n(C) Annual reports\n\n(i) In general In accordance with rules prescribed by the Commission, the chief compliance officer shall annually prepare and sign a report that contains a description of—\n\n(I) the compliance of the security-based swap data repository of the chief compliance officer with respect to this chapter (including regulations); and\n\n(II) each policy and procedure of the security-based swap data repository of the chief compliance officer (including the code of ethics and conflict of interest policies of the security-based swap data repository).\n\n(ii) Requirements A compliance report under clause (i) shall—\n\n(I) accompany each appropriate financial report of the security-based swap data repository that is required to be furnished to the Commission pursuant to this section; and\n\n(II) include a certification that, under penalty of law, the compliance report is accurate and complete.\n\n(7) Core principles applicable to security-based swap data repositories\n\n(A) Antitrust considerations Unless necessary or appropriate to achieve the purposes of this chapter, the swap data repository shall not—\n\n(i) adopt any rule or take any action that results in any unreasonable restraint of trade; or\n\n(ii) impose any material anticompetitive burden on the trading, clearing, or reporting of transactions.\n\n(B) Governance arrangements Each security-based swap data repository shall establish governance arrangements that are transparent—\n\n(i) to fulfill public interest requirements; and\n\n(ii) to support the objectives of the Federal Government, owners, and participants.\n\n(C) Conflicts of interest Each security-based swap data repository shall—\n\n(i) establish and enforce rules to minimize conflicts of interest in the decision-making process of the security-based swap data repository; and\n\n(ii) establish a process for resolving any conflicts of interest described in clause (i).\n\n(D) Additional duties developed by Commission\n\n(i) In general The Commission may develop 1 or more additional duties applicable to security-based swap data repositories.\n\n(ii) Consideration of evolving standards In developing additional duties under subparagraph (A),[4] the Commission may take into consideration any evolving standard of the United States or the international community.\n\n(iii) Additional duties for Commission designees The Commission shall establish additional duties for any registrant described in subsection (m)(2)(C) in order to minimize conflicts of interest, protect data, ensure compliance, and guarantee the safety and security of the security-based swap data repository.\n\n(8) Required registration for security-based swap data repositories Any person that is required to be registered as a security-based swap data repository under this subsection shall register with the Commission, regardless of whether that person is also licensed under the Commodity Exchange Act [7 U.S.C. 1 et seq.] as a swap data repository.\n\n(9) Rules The Commission shall adopt rules governing persons that are registered under this subsection.\n\n(o) Beneficial ownership For purposes of this section and section 78p of this title, a person shall be deemed to acquire beneficial ownership of an equity security based on the purchase or sale of a security-based swap, only to the extent that the Commission, by rule, determines after consultation with the prudential regulators and the Secretary of the Treasury, that the purchase or sale of the security-based swap, or class of security-based swap, provides incidents of ownership comparable to direct ownership of the equity security, and that it is necessary to achieve the purposes of this section that the purchase or sale of the security-based swaps, or class of security-based swap, be deemed the acquisition of beneficial ownership of the equity security.\n\n(p) Disclosures relating to conflict minerals originating in the Democratic Republic of the Congo\n\n(1) Regulations\n\n(A) In general Not later than 270 days after July 21, 2010, the Commission shall promulgate regulations requiring any person described in paragraph (2) to disclose annually, beginning with the person’s first full fiscal year that begins after the date of promulgation of such regulations, whether conflict minerals that are necessary as described in paragraph (2)(B), in the year for which such reporting is required, did originate in the Democratic Republic of the Congo or an adjoining country and, in cases in which such conflict minerals did originate in any such country, submit to the Commission a report that includes, with respect to the period covered by the report—\n\n(i) a description of the measures taken by the person to exercise due diligence on the source and chain of custody of such minerals, which measures shall include an independent private sector audit of such report submitted through the Commission that is conducted in accordance with standards established by the Comptroller General of the United States, in accordance with rules promulgated by the Commission, in consultation with the Secretary of State; and\n\n(ii) a description of the products manufactured or contracted to be manufactured that are not DRC conflict free (“DRC conflict free” is defined to mean the products that do not contain minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country), the entity that conducted the independent private sector audit in accordance with clause (i), the facilities used to process the conflict minerals, the country of origin of the conflict minerals, and the efforts to determine the mine or location of origin with the greatest possible specificity.\n\n(B) Certification The person submitting a report under subparagraph (A) shall certify the audit described in clause (i) of such subparagraph that is included in such report. Such a certified audit shall constitute a critical component of due diligence in establishing the source and chain of custody of such minerals.\n\n(C) Unreliable determination If a report required to be submitted by a person under subparagraph (A) relies on a determination of an independent private sector audit, as described under subparagraph (A)(i), or other due diligence processes previously determined by the Commission to be unreliable, the report shall not satisfy the requirements of the regulations promulgated under subparagraph (A)(i).\n\n(D) DRC conflict free For purposes of this paragraph, a product may be labeled as “DRC conflict free” if the product does not contain conflict minerals that directly or indirectly finance or benefit armed groups in the Democratic Republic of the Congo or an adjoining country.\n\n(E) Information available to the public Each person described under paragraph (2) shall make available to the public on the Internet website of such person the information disclosed by such person under subparagraph (A).\n\n(2) Person described A person is described in this paragraph if—\n\n(A) the person is required to file reports with the Commission pursuant to paragraph (1)(A); and\n\n(B) conflict minerals are necessary to the functionality or production of a product manufactured by such person.\n\n(3) Revisions and waivers The Commission shall revise or temporarily waive the requirements described in paragraph (1) if the President transmits to the Commission a determination that—\n\n(A) such revision or waiver is in the national security interest of the United States and the President includes the reasons therefor; and\n\n(B) establishes a date, not later than 2 years after the initial publication of such exemption, on which such exemption shall expire.\n\n(4) Termination of disclosure requirements The requirements of paragraph (1) shall terminate on the date on which the President determines and certifies to the appropriate congressional committees, but in no case earlier than the date that is one day after the end of the 5-year period beginning on July 21, 2010, that no armed groups continue to be directly involved and benefitting from commercial activity involving conflict minerals.\n\n(5) Definitions For purposes of this subsection, the terms “adjoining country”, “appropriate congressional committees”, “armed group”, and “conflict mineral” have the meaning given those terms under section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.\n\n(q) Disclosure of payments by resource extraction issuers\n\n(1) Definitions In this subsection—\n\n(A) the term “commercial development of oil, natural gas, or minerals” includes exploration, extraction, processing, export, and other significant actions relating to oil, natural gas, or minerals, or the acquisition of a license for any such activity, as determined by the Commission;\n\n(B) the term “foreign government” means a foreign government, a department, agency, or instrumentality of a foreign government, or a company owned by a foreign government, as determined by the Commission;\n\n(C) the term “payment”—\n\n(i) means a payment that is—\n\n(I) made to further the commercial development of oil, natural gas, or minerals; and\n\n(II) not de minimis; and\n\n(ii) includes taxes, royalties, fees (including license fees), production entitlements, bonuses, and other material benefits, that the Commission, consistent with the guidelines of the Extractive Industries Transparency Initiative (to the extent practicable), determines are part of the commonly recognized revenue stream for the commercial development of oil, natural gas, or minerals;\n\n(D) the term “resource extraction issuer” means an issuer that—\n\n(i) is required to file an annual report with the Commission; and\n\n(ii) engages in the commercial development of oil, natural gas, or minerals;\n\n(E) the term “interactive data format” means an electronic data format in which pieces of information are identified using an interactive data standard; and\n\n(F) the term “interactive data standard” means [5] standardized list of electronic tags that mark information included in the annual report of a resource extraction issuer.\n\n(2) Disclosure\n\n(A) Information required Not later than 270 days after July 21, 2010, the Commission shall issue final rules that require each resource extraction issuer to include in an annual report of the resource extraction issuer information relating to any payment made by the resource extraction issuer, a subsidiary of the resource extraction issuer, or an entity under the control of the resource extraction issuer to a foreign government or the Federal Government for the purpose of the commercial development of oil, natural gas, or minerals, including—\n\n(i) the type and total amount of such payments made for each project of the resource extraction issuer relating to the commercial development of oil, natural gas, or minerals; and\n\n(ii) the type and total amount of such payments made to each government.\n\n(B) Consultation in rulemaking In issuing rules under subparagraph (A), the Commission may consult with any agency or entity that the Commission determines is relevant.\n\n(C) Interactive data format The rules issued under subparagraph (A) shall require that the information included in the annual report of a resource extraction issuer be submitted in an interactive data format.\n\n(D) Interactive data standard\n\n(i) In general The rules issued under subparagraph (A) shall establish an interactive data standard for the information included in the annual report of a resource extraction issuer.\n\n(ii) Electronic tags The interactive data standard shall include electronic tags that identify, for any payments made by a resource extraction issuer to a foreign government or the Federal Government—\n\n(I) the total amounts of the payments, by category;\n\n(II) the currency used to make the payments;\n\n(III) the financial period in which the payments were made;\n\n(IV) the business segment of the resource extraction issuer that made the payments;\n\n(V) the government that received the payments, and the country in which the government is located;\n\n(VI) the project of the resource extraction issuer to which the payments relate; and\n\n(VII) such other information as the Commission may determine is necessary or appropriate in the public interest or for the protection of investors.\n\n(E) International transparency efforts To the extent practicable, the rules issued under subparagraph (A) shall support the commitment of the Federal Government to international transparency promotion efforts relating to the commercial development of oil, natural gas, or minerals.\n\n(F) Effective date With respect to each resource extraction issuer, the final rules issued under subparagraph (A) shall take effect on the date on which the resource extraction issuer is required to submit an annual report relating to the fiscal year of the resource extraction issuer that ends not earlier than 1 year after the date on which the Commission issues final rules under subparagraph (A).\n\n(3) Public availability of information\n\n(A) In general To the extent practicable, the Commission shall make available online, to the public, a compilation of the information required to be submitted under the rules issued under paragraph (2)(A).\n\n(B) Other information Nothing in this paragraph shall require the Commission to make available online information other than the information required to be submitted under the rules issued under paragraph (2)(A).\n\n(4) Authorization of appropriations There are authorized to be appropriated to the Commission such sums as may be necessary to carry out this subsection.\n\n(r) Disclosure of certain activities relating to Iran\n\n(1) In general Each issuer required to file an annual or quarterly report under subsection (a) shall disclose in that report the information required by paragraph (2) if, during the period covered by the report, the issuer or any affiliate of the issuer—\n\n(A) knowingly engaged in an activity described in subsection (a) or (b) of section 5 of the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note);\n\n(B) knowingly engaged in an activity described in subsection (c)(2) of section 8513 of title 22 or a transaction described in subsection (d)(1) of that section;\n\n(C) knowingly engaged in an activity described in section 8514a(b)(2) of title 22; or\n\n(D) knowingly conducted any transaction or dealing with—\n\n(i) any person the property and interests in property of which are blocked pursuant to Executive Order No. 13224 (66 Fed. Reg. 49079; relating to blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism);\n\n(ii) any person the property and interests in property of which are blocked pursuant to Executive Order No. 13382 (70 Fed. Reg. 38567; relating to blocking of property of weapons of mass destruction proliferators and their supporters); or\n\n(iii) any person or entity identified under section 560.304 of title 31, Code of Federal Regulations (relating to the definition of the Government of Iran) without the specific authorization of a Federal department or agency.\n\n(2) Information required If an issuer or an affiliate of the issuer has engaged in any activity described in paragraph (1), the issuer shall disclose a detailed description of each such activity, including—\n\n(A) the nature and extent of the activity;\n\n(B) the gross revenues and net profits, if any, attributable to the activity; and\n\n(C) whether the issuer or the affiliate of the issuer (as the case may be) intends to continue the activity.\n\n(3) Notice of disclosures If an issuer reports under paragraph (1) that the issuer or an affiliate of the issuer has knowingly engaged in any activity described in that paragraph, the issuer shall separately file with the Commission, concurrently with the annual or quarterly report under subsection (a), a notice that the disclosure of that activity has been included in that annual or quarterly report that identifies the issuer and contains the information required by paragraph (2).\n\n(4) Public disclosure of information Upon receiving a notice under paragraph (3) that an annual or quarterly report includes a disclosure of an activity described in paragraph (1), the Commission shall promptly—\n\n(A) transmit the report to—\n\n(i) the President;\n\n(ii) the Committee on Foreign Affairs and the Committee on Financial Services of the House of Representatives; and\n\n(iii) the Committee on Foreign Relations and the Committee on Banking, Housing, and Urban Affairs of the Senate; and\n\n(B) make the information provided in the disclosure and the notice available to the public by posting the information on the Internet website of the Commission.\n\n(5) Investigations Upon receiving a report under paragraph (4) that includes a disclosure of an activity described in paragraph (1) (other than an activity described in subparagraph (D)(iii) of that paragraph), the President shall—\n\n(A) initiate an investigation into the possible imposition of sanctions under the Iran Sanctions Act of 1996 (Public Law 104–172; 50 U.S.C. 1701 note), section 8513 or 8514a of title 22, an Executive order specified in clause (i) or (ii) of paragraph (1)(D), or any other provision of law relating to the imposition of sanctions with respect to Iran, as applicable; and\n\n(B) not later than 180 days after initiating such an investigation, make a determination with respect to whether sanctions should be imposed with respect to the issuer or the affiliate of the issuer (as the case may be).\n\n(6) Sunset The provisions of this subsection shall terminate on the date that is 30 days after the date on which the President makes the certification described in section 8551(a) of title 22.\n\n(s) Data standards\n\n(1) Requirement The Commission shall, by rule, adopt data standards for all collections of information with respect to periodic and current reports required to be filed or furnished under this section or under section 78o(d) of this title, except that the Commission may exempt exhibits, signatures, and certifications from those data standards.\n\n(2) Consistency The data standards required under paragraph (1) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/78m" - }, - { - "key": "exchange-act:14", - "heading": "Exchange Act § 14 — Proxies (15 U.S.C. § 78n)", - "text": "(a) Solicitation of proxies in violation of rules and regulations\n(1)\nIt shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 78l of this title.\n\n(2) The rules and regulations prescribed by the Commission under paragraph (1) may include—\n(A)\na requirement that a solicitation of proxy, consent, or authorization by (or on behalf of) an issuer include a nominee submitted by a shareholder to serve on the board of directors of the issuer; and\n\n(B)\na requirement that an issuer follow a certain procedure in relation to a solicitation described in subparagraph (A).\n\n(b) Giving or refraining from giving proxy in respect of any security carried for account of customer\n(1)\nIt shall be unlawful for any member of a national securities exchange, or any broker or dealer registered under this chapter, or any bank, association, or other entity that exercises fiduciary powers, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any security registered pursuant to section 78l of this title, or any security issued by an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], and carried for the account of a customer.\n\n(2)\nWith respect to banks, the rules and regulations prescribed by the Commission under paragraph (1) shall not require the disclosure of the names of beneficial owners of securities in an account held by the bank on December 28, 1985, unless the beneficial owner consents to the disclosure. The provisions of this paragraph shall not apply in the case of a bank which the Commission finds has not made a good faith effort to obtain such consent from such beneficial owners.\n\n(c) Information to holders of record prior to annual or other meeting\n\nUnless proxies, consents, or authorizations in respect of a security registered pursuant to section 78l of this title, or a security issued by an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], are solicited by or on behalf of the management of the issuer from the holders of record of such security in accordance with the rules and regulations prescribed under subsection (a) of this section, prior to any annual or other meeting of the holders of such security, such issuer shall, in accordance with rules and regulations prescribed by the Commission, file with the Commission and transmit to all holders of record of such security information substantially equivalent to the information which would be required to be transmitted if a solicitation were made, but no information shall be required to be filed or transmitted pursuant to this subsection before July 1, 1964.\n\n(d) Tender offer by owner of more than five per centum of class of securities; exceptions\n(1)\nIt shall be unlawful for any person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, to make a tender offer for, or a request or invitation for tenders of, any class of any equity security which is registered pursuant to section 78l of this title, or any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 78l(g)(2)(G) of this title, or any equity security issued by a a closed-end investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], if, after consummation thereof, such person would, directly or indirectly, be the beneficial owner of more than 5 per centum of such class, unless at the time copies of the offer or request or invitation are first published or sent or given to security holders such person has filed with the Commission a statement containing such of the information specified in section 78m(d) of this title, and such additional information as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors. All requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders of such a security shall be filed as a part of such statement and shall contain such of the information contained in such statement as the Commission may by rules and regulations prescribe. Copies of any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall contain such information as the Commission may by rules and regulations prescribe as necessary or appropriate in the public interest or for the protection of investors, and shall be filed with the Commission not later than the time copies of such material are first published or sent or given to security holders. Copies of all statements, in the form in which such material is furnished to security holders and the Commission, shall be sent to the issuer not later than the date such material is first published or sent or given to any security holders.\n\n(2)\nWhen two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a “person” for purposes of this subsection.\n\n(3)\nIn determining, for purposes of this subsection, any percentage of a class of any security, such class shall be deemed to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or a subsidiary of the issuer.\n\n(4)\nAny solicitation or recommendation to the holders of such a security to accept or reject a tender offer or request or invitation for tenders shall be made in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(5)\nSecurities deposited pursuant to a tender offer or request or invitation for tenders may be withdrawn by or on behalf of the depositor at any time until the expiration of seven days after the time definitive copies of the offer or request or invitation are first published or sent or given to security holders, and at any time after sixty days from the date of the original tender offer or request or invitation, except as the Commission may otherwise prescribe by rules, regulations, or order as necessary or appropriate in the public interest or for the protection of investors.\n\n(6)\nWhere any person makes a tender offer, or request or invitation for tenders, for less than all the outstanding equity securities of a class, and where a greater number of securities is deposited pursuant thereto within ten days after copies of the offer or request or invitation are first published or sent or given to security holders than such person is bound or willing to take up and pay for, the securities taken up shall be taken up as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each depositor. The provisions of this subsection shall also apply to securities deposited within ten days after notice of an increase in the consideration offered to security holders, as described in paragraph (7), is first published or sent or given to security holders.\n\n(7)\nWhere any person varies the terms of a tender offer or request or invitation for tenders before the expiration thereof by increasing the consideration offered to holders of such securities, such person shall pay the increased consideration to each security holder whose securities are taken up and paid for pursuant to the tender offer or request or invitation for tenders whether or not such securities have been taken up by such person before the variation of the tender offer or request or invitation.\n\n(8) The provisions of this subsection shall not apply to any offer for, or request or invitation for tenders of, any security—\n(A)\nif the acquisition of such security, together with all other acquisitions by the same person of securities of the same class during the preceding twelve months, would not exceed 2 per centum of that class;\n\n(B)\nby the issuer of such security; or\n\n(C)\nwhich the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection.\n\n(e) Untrue statement of material fact or omission of fact with respect to tender offer\n\nIt shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. The Commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative.\n\n(f) Election or designation of majority of directors of issuer by owner of more than five per centum of class of securities at other than meeting of security holders\n\nIf, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to subsection (d) of this section or subsection (d) of section 78m of this title, any persons are to be elected or designated as directors of the issuer, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the issuer, then, prior to the time any such person takes office as a director, and in accordance with rules and regulations prescribed by the Commission, the issuer shall file with the Commission, and transmit to all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors, information substantially equivalent to the information which would be required by subsection (a) or (c) of this section to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders.\n\n(g) Filing fees\n(1)\n(A) At the time of filing such preliminary proxy solicitation material as the Commission may require by rule pursuant to subsection (a) of this section that concerns an acquisition, merger, consolidation, or proposed sale or other disposition of substantially all the assets of a company, the person making such filing, other than a company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.], shall pay to the Commission the following fees:\n(i)\nfor preliminary proxy solicitation material involving an acquisition, merger, or consolidation, if there is a proposed payment of cash or transfer of securities or property to shareholders, a fee at a rate that, subject to paragraph (4), is equal to $92 [1] per $1,000,000 of such proposed payment, or of the value of such securities or other property proposed to be transferred; and\n\n(ii)\nfor preliminary proxy solicitation material involving a proposed sale or other disposition of substantially all of the assets of a company, a fee at a rate that, subject to paragraph (4), is equal to $92 1 per $1,000,000 of the cash or of the value of any securities or other property proposed to be received upon such sale or disposition.\n\n(B)\nThe fee imposed under subparagraph (A) shall be reduced with respect to securities in an amount equal to any fee paid to the Commission with respect to such securities in connection with the proposed transaction under section 77f(b) of this title, or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this subsection. Where two or more companies involved in an acquisition, merger, consolidation, sale, or other disposition of substantially all the assets of a company must file such proxy material with the Commission, each shall pay a proportionate share of such fee.\n\n(2)\nAt the time of filing such preliminary information statement as the Commission may require by rule pursuant to subsection (c) of this section, the issuer shall pay to the Commission the same fee as required for preliminary proxy solicitation material under paragraph (1) of this subsection.\n\n(3)\nAt the time of filing such statement as the Commission may require by rule pursuant to subsection (d)(1) of this section, the person making the filing shall pay to the Commission a fee at a rate that, subject to paragraph (4), is equal to $92 1 per $1,000,000 of the aggregate amount of cash or of the value of securities or other property proposed to be offered. The fee shall be reduced with respect to securities in an amount equal to any fee paid with respect to such securities in connection with the proposed transaction under section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)), or the fee paid under that section shall be reduced in an amount equal to the fee paid to the Commission in connection with such transaction under this subsection.\n\n(4) Annual adjustment.—\nFor each fiscal year, the Commission shall by order adjust the rate required by paragraphs (1) and (3) for such fiscal year to a rate that is equal to the rate (expressed in dollars per million) that is applicable under section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)) for such fiscal year.\n\n(5) Fee collection.—\nFees collected pursuant to this subsection for fiscal year 2012 and each fiscal year thereafter shall be deposited and credited as general revenue of the Treasury and shall not be available for obligation.\n\n(6) Review; effective date; publication.—\nIn exercising its authority under this subsection, the Commission shall not be required to comply with the provisions of section 553 of title 5. An adjusted rate prescribed under paragraph (4) shall be published and take effect in accordance with section 6(b) of the Securities Act of 1933 (15 U.S.C. 77f(b)).\n\n(7) Pro rata application.—\nThe rates per $1,000,000 required by this subsection shall be applied pro rata to amounts and balances of less than $1,000,000.\n\n(8)\nNotwithstanding any other provision of law, the Commission may impose fees, charges, or prices for matters not involving any acquisition, merger, consolidation, sale, or other disposition of assets described in this subsection, as authorized by section 9701 of title 31, or otherwise.\n\n(h) Proxy solicitations and tender offers in connection with limited partnership rollup transactions\n(1) Proxy rules to contain special provisions It shall be unlawful for any person to solicit any proxy, consent, or authorization concerning a limited partnership rollup transaction, or to make any tender offer in furtherance of a limited partnership rollup transaction, unless such transaction is conducted in accordance with rules prescribed by the Commission under subsections (a) and (d) as required by this subsection. Such rules shall—\n(A) permit any holder of a security that is the subject of the proposed limited partnership rollup transaction to engage in preliminary communications for the purpose of determining whether to solicit proxies, consents, or authorizations in opposition to the proposed limited partnership rollup transaction, without regard to whether any such communication would otherwise be considered a solicitation of proxies, and without being required to file soliciting material with the Commission prior to making that determination, except that—\n(i)\nnothing in this subparagraph shall be construed to limit the application of any provision of this chapter prohibiting, or reasonably designed to prevent, fraudulent, deceptive, or manipulative acts or practices under this chapter; and\n\n(ii)\nany holder of not less than 5 percent of the outstanding securities that are the subject of the proposed limited partnership rollup transaction who engages in the business of buying and selling limited partnership interests in the secondary market shall be required to disclose such ownership interests and any potential conflicts of interests in such preliminary communications;\n\n(B)\nrequire the issuer to provide to holders of the securities that are the subject of the limited partnership rollup transaction such list of the holders of the issuer’s securities as the Commission may determine in such form and subject to such terms and conditions as the Commission may specify;\n\n(C) prohibit compensating any person soliciting proxies, consents, or authorizations directly from security holders concerning such a limited partnership rollup transaction—\n(i)\non the basis of whether the solicited proxy, consent, or authorization either approves or disapproves the proposed limited partnership rollup transaction; or\n\n(ii)\ncontingent on the approval, disapproval, or completion of the limited partnership rollup transaction;\n\n(D) set forth disclosure requirements for soliciting material distributed in connection with a limited partnership rollup transaction, including requirements for clear, concise, and comprehensible disclosure with respect to—\n(i)\nany changes in the business plan, voting rights, form of ownership interest, or the compensation of the general partner in the proposed limited partnership rollup transaction from each of the original limited partnerships;\n\n(ii)\nthe conflicts of interest, if any, of the general partner;\n\n(iii)\nwhether it is expected that there will be a significant difference between the exchange values of the limited partnerships and the trading price of the securities to be issued in the limited partnership rollup transaction;\n\n(iv)\nthe valuation of the limited partnerships and the method used to determine the value of the interests of the limited partners to be exchanged for the securities in the limited partnership rollup transaction;\n\n(v)\nthe differing risks and effects of the limited partnership rollup transaction for investors in different limited partnerships proposed to be included, and the risks and effects of completing the limited partnership rollup transaction with less than all limited partnerships;\n\n(vi)\nthe statement by the general partner required under subparagraph (E);\n\n(vii)\nsuch other matters deemed necessary or appropriate by the Commission;\n\n(E)\nrequire a statement by the general partner as to whether the proposed limited partnership rollup transaction is fair or unfair to investors in each limited partnership, a discussion of the basis for that conclusion, and an evaluation and a description by the general partner of alternatives to the limited partnership rollup transaction, such as liquidation;\n\n(F) provide that, if the general partner or sponsor has obtained any opinion (other than an opinion of counsel), appraisal, or report that is prepared by an outside party and that is materially related to the limited partnership rollup transaction, such soliciting materials shall contain or be accompanied by clear, concise, and comprehensible disclosure with respect to—\n(i)\nthe analysis of the transaction, scope of review, preparation of the opinion, and basis for and methods of arriving at conclusions, and any representations and undertakings with respect thereto;\n\n(ii)\nthe identity and qualifications of the person who prepared the opinion, the method of selection of such person, and any material past, existing, or contemplated relationships between the person or any of its affiliates and the general partner, sponsor, successor, or any other affiliate;\n\n(iii)\nany compensation of the preparer of such opinion, appraisal, or report that is contingent on the transaction’s approval or completion; and\n\n(iv)\nany limitations imposed by the issuer on the access afforded to such preparer to the issuer’s personnel, premises, and relevant books and records;\n\n(G)\nprovide that, if the general partner or sponsor has obtained any opinion, appraisal, or report as described in subparagraph (F) from any person whose compensation is contingent on the transaction’s approval or completion or who has not been given access by the issuer to its personnel and premises and relevant books and records, the general partner or sponsor shall state the reasons therefor;\n\n(H)\nprovide that, if the general partner or sponsor has not obtained any opinion on the fairness of the proposed limited partnership rollup transaction to investors in each of the affected partnerships, such soliciting materials shall contain or be accompanied by a statement of such partner’s or sponsor’s reasons for concluding that such an opinion is not necessary in order to permit the limited partners to make an informed decision on the proposed transaction;\n\n(I)\nrequire that the soliciting material include a clear, concise, and comprehensible summary of the limited partnership rollup transaction (including a summary of the matters referred to in clauses (i) through (vii) of subparagraph (D) and a summary of the matter referred to in subparagraphs (F), (G), and (H)), with the risks of the limited partnership rollup transaction set forth prominently in the fore part thereof;\n\n(J)\nprovide that any solicitation or offering period with respect to any proxy solicitation, tender offer, or information statement in a limited partnership rollup transaction shall be for not less than the lesser of 60 calendar days or the maximum number of days permitted under applicable State law; and\n\n(K)\ncontain such other provisions as the Commission determines to be necessary or appropriate for the protection of investors in limited partnership rollup transactions.\n\n(2) Exemptions\n\nThe Commission may, consistent with the public interest, the protection of investors, and the purposes of this chapter, exempt by rule or order any security or class of securities, any transaction or class of transactions, or any person or class of persons, in whole or in part, conditionally or unconditionally, from the requirements imposed pursuant to paragraph (1) or from the definition contained in paragraph (4).\n\n(3) Effect on Commission authority\n\nNothing in this subsection limits the authority of the Commission under subsection (a) or (d) or any other provision of this chapter or precludes the Commission from imposing, under subsection (a) or (d) or any other provision of this chapter, a remedy or procedure required to be imposed under this subsection.\n\n(4) “Limited partnership rollup transaction” defined Except as provided in paragraph (5), as used in this subsection, the term “limited partnership rollup transaction” means a transaction involving the combination or reorganization of one or more limited partnerships, directly or indirectly, in which—\n(A)\nsome or all of the investors in any of such limited partnerships will receive new securities, or securities in another entity, that will be reported under a transaction reporting plan declared effective before December 17, 1993, by the Commission under section 78k–1 of this title;\n\n(B)\nany of the investors’ limited partnership securities are not, as of the date of filing, reported under a transaction reporting plan declared effective before December 17, 1993, by the Commission under section 78k–1 of this title;\n\n(C)\ninvestors in any of the limited partnerships involved in the transaction are subject to a significant adverse change with respect to voting rights, the term of existence of the entity, management compensation, or investment objectives; and\n\n(D)\nany of such investors are not provided an option to receive or retain a security under substantially the same terms and conditions as the original issue.\n\n(5) Exclusions from definition Notwithstanding paragraph (4), the term “limited partnership rollup transaction” does not include—\n(A)\na transaction that involves only a limited partnership or partnerships having an operating policy or practice of retaining cash available for distribution and reinvesting proceeds from the sale, financing, or refinancing of assets in accordance with such criteria as the Commission determines appropriate;\n\n(B)\na transaction involving only limited partnerships wherein the interests of the limited partners are repurchased, recalled, or exchanged in accordance with the terms of the preexisting limited partnership agreements for securities in an operating company specifically identified at the time of the formation of the original limited partnership;\n\n(C)\na transaction in which the securities to be issued or exchanged are not required to be and are not registered under the Securities Act of 1933 [15 U.S.C. 77a et seq.];\n\n(D)\na transaction that involves only issuers that are not required to register or report under section 78l of this title, both before and after the transaction;\n\n(E) a transaction, except as the Commission may otherwise provide by rule for the protection of investors, involving the combination or reorganization of one or more limited partnerships in which a non-affiliated party succeeds to the interests of a general partner or sponsor, if—\n(i)\nsuch action is approved by not less than 66⅔ percent of the outstanding units of each of the participating limited partnerships; and\n\n(ii)\nas a result of the transaction, the existing general partners will receive only compensation to which they are entitled as expressly provided for in the preexisting limited partnership agreements; or\n\n(F) a transaction, except as the Commission may otherwise provide by rule for the protection of investors, in which the securities offered to investors are securities of another entity that are reported under a transaction reporting plan declared effective before December 17, 1993, by the Commission under section 78k–1 of this title, if—\n(i)\nsuch other entity was formed, and such class of securities was reported and regularly traded, not less than 12 months before the date on which soliciting material is mailed to investors; and\n\n(ii)\nthe securities of that entity issued to investors in the transaction do not exceed 20 percent of the total outstanding securities of the entity, exclusive of any securities of such class held by or for the account of the entity or a subsidiary of the entity.\n\n(i) Disclosure of pay versus performance\n\nThe Commission shall, by rule, require each issuer to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer a clear description of any compensation required to be disclosed by the issuer under section 229.402 of title 17, Code of Federal Regulations (or any successor thereto), including, for any issuer other than an emerging growth company, information that shows the relationship between executive compensation actually paid and the financial performance of the issuer, taking into account any change in the value of the shares of stock and dividends of the issuer and any distributions. The disclosure under this subsection may include a graphic representation of the information required to be disclosed.\n\n(j) Disclosure of hedging by employees and directors The Commission shall, by rule, require each issuer to disclose in any proxy or consent solicitation material for an annual meeting of the shareholders of the issuer whether any employee or member of the board of directors of the issuer, or any designee of such employee or member, is permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities—\n(1)\ngranted to the employee or member of the board of directors by the issuer as part of the compensation of the employee or member of the board of directors; or\n\n(2)\nheld, directly or indirectly, by the employee or member of the board of directors.\n\n(k) Data standards for proxy and consent solicitation materials\n(1) Requirement\n\nThe Commission shall, by rule, adopt data standards for all information contained in any proxy or consent solicitation material prepared by an issuer for an annual meeting of the shareholders of the issuer, except that the Commission may exempt exhibits, signatures, and certifications from those data standards.\n\n(2) Consistency\n\nThe data standards required under paragraph (1) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/78n" - }, - { - "key": "exchange-act:16", - "heading": "Exchange Act § 16 — Directors, officers, and principal stockholders (15 U.S.C. § 78p)", - "text": "(a) Disclosures required\n(1) Directors, officers, and principal stockholders required to file\n\nEvery person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security (other than an exempted security) which is registered pursuant to section 78l of this title, or who is a director or an officer of the issuer of such security (including, solely for the purposes of this subsection, every person who is a director or an officer of a foreign private issuer, as that term is defined in section 240.3b–4 of title 17, Code of Federal Regulations, or any successor regulation), shall file the statements required by this subsection with the Commission.\n\n(2) Time of filing The statements required by this subsection shall be filed—\n(A)\nat the time of the registration of such security on a national securities exchange or by the effective date of a registration statement filed pursuant to section 78l(g) of this title;\n\n(B)\nwithin 10 days after he or she becomes such beneficial owner, director, or officer, or within such shorter time as the Commission may establish by rule;\n\n(C)\nif there has been a change in such ownership, or if such person shall have purchased or sold a security-based swap agreement involving such equity security, before the end of the second business day following the day on which the subject transaction has been executed, or at such other time as the Commission shall establish, by rule, in any case in which the Commission determines that such 2-day period is not feasible; or\n\n(D)\nwith respect to a foreign private issuer, the securities of which are, as of December 18, 2025, registered pursuant to subsection (b) or (g) of section 78l of this title, on the date that is 90 days after December 18, 2025.\n\n(3) Contents of statements A statement filed—\n(A)\nunder subparagraph (A) or (B) of paragraph (2) shall contain a statement of the amount of all equity securities of such issuer of which the filing person is the beneficial owner; and\n\n(B)\nunder subparagraph (C) of such paragraph shall indicate ownership by the filing person at the date of filing, any such changes in such ownership, and such purchases and sales of the security-based swap agreements or security-based swaps as have occurred since the most recent such filing under such subparagraph.\n\n(4) Electronic filing and availability Beginning not later than 1 year after July 30, 2002—\n(A)\na statement filed under subparagraph (C) of paragraph (2) shall be filed electronically and in English;\n\n(B)\nthe Commission shall provide each such statement on a publicly accessible Internet site not later than the end of the business day following that filing; and\n\n(C)\nthe issuer (if the issuer maintains a corporate website) shall provide that statement on that corporate website, not later than the end of the business day following that filing.\n\n(5) Authority to exempt\n\nThe Commission by rule, regulation, or order, may conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from the requirements of this section if the Commission determines that the laws of a foreign jurisdiction apply substantially similar requirements to such person, security, or transaction.\n\n(b) Profits from purchase and sale of security within six months\n\nFor the purpose of preventing the unfair use of information which may have been obtained by such beneficial owner, director, or officer by reason of his relationship to the issuer, any profit realized by him from any purchase and sale, or any sale and purchase, of any equity security of such issuer (other than an exempted security) or a security-based swap agreement involving any such equity security within any period of less than six months, unless such security or security-based swap agreement was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the issuer, irrespective of any intention on the part of such beneficial owner, director, or officer in entering into such transaction of holding the security or security-based swap agreement purchased or of not repurchasing the security or security-based swap agreement sold for a period exceeding six months. Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized. This subsection shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security or security-based swap agreement or a security-based swap involved, or any transaction or transactions which the Commission by rules and regulations may exempt as not comprehended within the purpose of this subsection.\n\n(c) Conditions for sale of security by beneficial owner, director, or officer\n\nIt shall be unlawful for any such beneficial owner, director, or officer, directly or indirectly, to sell any equity security of such issuer (other than an exempted security), if the person selling the security or his principal (1) does not own the security sold, or (2) if owning the security, does not deliver it against such sale within twenty days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation; but no person shall be deemed to have violated this subsection if he proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to do so would cause undue inconven­ience or expense.\n\n(d) Securities held in investment account, transactions in ordinary course of business, and establishment of primary or secondary market\n\nThe provisions of subsection (b) of this section shall not apply to any purchase and sale, or sale and purchase, and the provisions of subsection (c) of this section shall not apply to any sale, of an equity security not then or theretofore held by him in an investment account, by a dealer in the ordinary course of his business and incident to the establishment or maintenance by him of a primary or secondary market (otherwise than on a national securities exchange or an exchange exempted from registration under section 78e of this title) for such security. The Commission may, by such rules and regulations as it deems necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market.\n\n(e) Application of section to foreign or domestic arbitrage transactions\n\nThe provisions of this section shall not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules and regulations as the Commission may adopt in order to carry out the purposes of this section.\n\n(f) Treatment of transactions in security futures products\n\nThe provisions of this section shall apply to ownership of and transactions in security futures products.\n\n(g) Limitation on Commission authority\n\nThe authority of the Commission under this section with respect to security-based swap agreements shall be subject to the restrictions and limitations of section 78c–1(b) of this title.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/78p" - } - ] -} diff --git a/demo/authority_seeds/ica.json b/demo/authority_seeds/ica.json deleted file mode 100644 index cc2b0b91f..000000000 --- a/demo/authority_seeds/ica.json +++ /dev/null @@ -1,15 +0,0 @@ -{ - "corpus_title": "Investment Company Act of 1940", - "authority": "ica", - "aliases": [ - "Investment Company Act" - ], - "sections": [ - { - "key": "ica:3", - "heading": "ICA § 3 — Definition of investment company (15 U.S.C. § 80a-3)", - "text": "(a) Definitions\n\n(1)\nWhen used in this subchapter, “investment company” means any issuer which—\n\n(A)\n\nis or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;\n\n(B)\n\nis engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or\n\n(C)\n\nis engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.\n\n(2)\n\nAs used in this section, “investment securities” includes all securities except (A) Government securities, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries of the owner which (i) are not investment companies, and (ii) are not relying on the exception from the definition of investment company in paragraph (1) or (7) of subsection (c).\n\n(b) Exemption from provisions\nNotwithstanding paragraph (1)(C) of subsection (a), none of the following persons is an investment company within the meaning of this subchapter:\n\n(1)\n\nAny issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities.\n\n(2)\n\nAny issuer which the Commission, upon application by such issuer, finds and by order declares to be primarily engaged in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities either directly or (A) through majority-owned subsidiaries or (B) through controlled companies conducting similar types of businesses. The filing of an application under this paragraph in good faith by an issuer other than a registered investment company shall exempt the applicant for a period of sixty days from all provisions of this subchapter applicable to investment companies as such. For cause shown, the Commission by order may extend such period of exemption for an additional period or periods. Whenever the Commission, upon its own motion or upon application, finds that the circumstances which gave rise to the issuance of an order granting an application under this paragraph no longer exist, the Commission shall by order revoke such order.\n\n(3)\n\nAny issuer all the outstanding securities of which (other than short-term paper and directors’ qualifying shares) are directly or indirectly owned by a company excepted from the definition of investment company by paragraph (1) or (2) of this subsection.\n\n(c) Further exemptions\nNotwithstanding subsection (a), none of the following persons is an investment company within the meaning of this subchapter:\n\n(1)\nAny issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than one hundred persons (or, in the case of a qualifying venture capital fund, 250 persons) and which is not making and does not presently propose to make a public offering of its securities. Such issuer shall be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i) of section 80a–12(d)(1) of this title governing the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company to any such issuer. For purposes of this paragraph:\n\n(A)\n\nBeneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer, and is or, but for the exception provided for in this paragraph or paragraph (7), would be an investment company, the beneficial ownership shall be deemed to be that of the holders of such company’s outstanding securities (other than short-term paper).\n\n(B)\n\nBeneficial ownership by any person who acquires securities or interests in securities of an issuer described in the first sentence of this paragraph shall be deemed to be beneficial ownership by the person from whom such transfer was made, pursuant to such rules and regulations as the Commission shall prescribe as necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this subchapter, where the transfer was caused by legal separation, divorce, death, or other involuntary event.\n\n(C)\n\n(i)\n\nThe term “qualifying venture capital fund” means a venture capital fund that has not more than $10,000,000 in aggregate capital contributions and uncalled committed capital, with such dollar amount to be indexed for inflation once every 5 years by the Commission, beginning from a measurement made by the Commission on a date selected by the Commission, rounded to the nearest $1,000,000.\n\n(ii)\n\nThe term “venture capital fund” has the meaning given the term in section 275.203(l)–1 of title 17, Code of Federal Regulations, or any successor regulation.\n\n(2)\n\n(A)\n\nAny person primarily engaged in the business of underwriting and distributing securities issued by other persons, selling securities to customers, acting as broker, and acting as market intermediary, or any one or more of such activities, whose gross income normally is derived principally from such business and related activities.\n\n(B)\nFor purposes of this paragraph—\n\n(i)\n\nthe term “market intermediary” means any person that regularly holds itself out as being willing contemporaneously to engage in, and that is regularly engaged in, the business of entering into transactions on both sides of the market for a financial contract or one or more such financial contracts; and\n\n(ii)\nthe term “financial contract” means any arrangement that—\n\n(I)\n\ntakes the form of an individually negotiated contract, agreement, or option to buy, sell, lend, swap, or repurchase, or other similar individually negotiated transaction commonly entered into by participants in the financial markets;\n\n(II)\n\nis in respect of securities, commodities, currencies, interest or other rates, other measures of value, or any other financial or economic interest similar in purpose or function to any of the foregoing; and\n\n(III)\n\nis entered into in response to a request from a counter party for a quotation, or is otherwise entered into and structured to accommodate the objectives of the counter party to such arrangement.\n\n(3)\nAny bank or insurance company; any savings and loan association, building and loan association, cooperative bank, homestead association, or similar institution, or any receiver, conservator, liquidator, liquidating agent, or similar official or person thereof or therefor; or any common trust fund or similar fund maintained by a bank exclusively for the collective investment and reinvestment of moneys contributed thereto by the bank in its capacity as a trustee, executor, administrator, or guardian, if—\n\n(A)\n\nsuch fund is employed by the bank solely as an aid to the administration of trusts, estates, or other accounts created and maintained for a fiduciary purpose;\n\n(B)\nexcept in connection with the ordinary advertising of the bank’s fiduciary services, interests in such fund are not—\n\n(i)\n\nadvertised; or\n\n(ii)\n\noffered for sale to the general public; and\n\n(C)\n\nfees and expenses charged by such fund are not in contravention of fiduciary principles established under applicable Federal or State law.\n\n(4)\n\nAny person substantially all of whose business is confined to making small loans, industrial banking, or similar businesses.\n\n(5)\n\nAny person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses: (A) Purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services; (B) making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services; and (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.\n\n(6)\n\nAny company primarily engaged, directly or through majority-owned subsidiaries, in one or more of the businesses described in paragraphs (3), (4), and (5) of this subsection, or in one or more of such businesses (from which not less than 25 per centum of such company’s gross income during its last fiscal year was derived) together with an additional business or businesses other than investing, reinvesting, owning, holding, or trading in securities.\n\n(7)\n\n(A)\n\nAny issuer, the outstanding securities of which are owned exclusively by persons who, at the time of acquisition of such securities, are qualified purchasers, and which is not making and does not at that time propose to make a public offering of such securities. Securities that are owned by persons who received the securities from a qualified purchaser as a gift or bequest, or in a case in which the transfer was caused by legal separation, divorce, death, or other involuntary event, shall be deemed to be owned by a qualified purchaser, subject to such rules, regulations, and orders as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.\n\n(B)\nNotwithstanding subparagraph (A), an issuer is within the exception provided by this paragraph if—\n\n(i)\nin addition to qualified purchasers, outstanding securities of that issuer are beneficially owned by not more than 100 persons who are not qualified purchasers, if—\n\n(I)\n\nsuch persons acquired any portion of the securities of such issuer on or before September 1, 1996; and\n\n(II)\n\nat the time at which such persons initially acquired the securities of such issuer, the issuer was excepted by paragraph (1); and\n\n(ii)\nprior to availing itself of the exception provided by this paragraph—\n\n(I)\n\nsuch issuer has disclosed to each beneficial owner, as determined under paragraph (1), that future investors will be limited to qualified purchasers, and that ownership in such issuer is no longer limited to not more than 100 persons; and\n\n(II)\n\nconcurrently with or after such disclosure, such issuer has provided each beneficial owner, as determined under paragraph (1), with a reasonable opportunity to redeem any part or all of their interests in the issuer, notwithstanding any agreement to the contrary between the issuer and such persons, for that person’s proportionate share of the issuer’s net assets.\n\n(C)\n\nEach person that elects to redeem under subparagraph (B)(ii)(II) shall receive an amount in cash equal to that person’s proportionate share of the issuer’s net assets, unless the issuer elects to provide such person with the option of receiving, and such person agrees to receive, all or a portion of such person’s share in assets of the issuer. If the issuer elects to provide such persons with such an opportunity, disclosure concerning such opportunity shall be made in the disclosure required by subparagraph (B)(ii)(I).\n\n(D)\n\nAn issuer that is excepted under this paragraph shall nonetheless be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i) of section 80a–12(d)(1) of this title relating to the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company to any such issuer.\n\n(E)\n\nFor purposes of determining compliance with this paragraph and paragraph (1), an issuer that is otherwise excepted under this paragraph and an issuer that is otherwise excepted under paragraph (1) shall not be treated by the Commission as being a single issuer for purposes of determining whether the outstanding securities of the issuer excepted under paragraph (1) are beneficially owned by not more than 100 persons or whether the outstanding securities of the issuer excepted under this paragraph are owned by persons that are not qualified purchasers. Nothing in this subparagraph shall be construed to establish that a person is a bona fide qualified purchaser for purposes of this paragraph or a bona fide beneficial owner for purposes of paragraph (1).\n\n(8)\n\n[Repealed] Pub. L. 111–203, title IX, § 986(c)(2), July 21, 2010, 124 Stat. 1936.\n\n(9)\n\nAny person substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts relative to such royalties, leases, or fractional interests.\n\n(10)\n\n(A)\nAny company organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes—\n\n(i)\n\nno part of the net earnings of which inures to the benefit of any private shareholder or individual; or\n\n(ii)\n\nwhich is or maintains a fund described in subparagraph (B).\n\n(B)\nFor the purposes of subparagraph (A)(ii), a fund is described in this subparagraph if such fund is a pooled income fund, collective trust fund, collective investment fund, or similar fund maintained by a charitable organization exclusively for the collective investment and reinvestment of one or more of the following:\n\n(i)\n\nassets of the general endowment fund or other funds of one or more charitable organizations;\n\n(ii)\n\nassets of a pooled income fund;\n\n(iii)\n\nassets contributed to a charitable organization in exchange for the issuance of charitable gift annuities;\n\n(iv)\n\nassets of a charitable remainder trust or of any other trust, the remainder interests of which are irrevocably dedicated to any charitable organization;\n\n(v)\n\nassets of a charitable lead trust;\n\n(vi)\nassets of a trust, the remainder interests of which are revocably dedicated to or for the benefit of 1 or more charitable organizations, if the ability to revoke the dedication is limited to circumstances involving—\n\n(I)\n\nan adverse change in the financial circumstances of a settlor or an income beneficiary of the trust;\n\n(II)\n\na change in the identity of the charitable organization or organizations having the remainder interest, provided that the new beneficiary is also a charitable organization; or\n\n(III)\n\nboth the changes described in subclauses (I) and (II);\n\n(vii)\n\nassets of a trust not described in clauses (i) through (v), the remainder interests of which are revocably dedicated to a charitable organization, subject to subparagraph (C); or\n\n(viii)\n\nsuch assets as the Commission may prescribe by rule, regulation, or order in accordance with section 80a–6(c) of this title.\n\n(C)\nA fund that contains assets described in clause (vii) of subparagraph (B) shall be excluded from the definition of an investment company for a period of 3 years after December 8, 1995, but only if—\n\n(i)\n\nsuch assets were contributed before the date which is 60 days after December 8, 1995; and\n\n(ii)\n\nsuch assets are commingled in the fund with assets described in one or more of clauses (i) through (vi) and (viii) of subparagraph (B).\n\n(D)\nFor purposes of this paragraph—\n\n(i)\n\na trust or fund is “maintained” by a charitable organization if the organization serves as a trustee or administrator of the trust or fund or has the power to remove the trustees or administrators of the trust or fund and to designate new trustees or administrators;\n\n(ii)\n\nthe term “pooled income fund” has the same meaning as in section 642(c)(5) of title 26;\n\n(iii)\n\nthe term “charitable organization” means an organization described in paragraphs (1) through (5) of section 170(c) or section 501(c)(3) of title 26;\n\n(iv)\n\nthe term “charitable lead trust” means a trust described in section 170(f)(2)(B), 2055(e)(2)(B), or 2522(c)(2)(B) of title 26;\n\n(v)\n\nthe term “charitable remainder trust” means a charitable remainder annuity trust or a charitable remainder unitrust, as those terms are defined in section 664(d) of title 26; and\n\n(vi)\n\nthe term “charitable gift annuity” means an annuity issued by a charitable organization that is described in section 501(m)(5) of title 26.\n\n(11)\n\nAny employee’s stock bonus, pension, or profit-sharing trust which meets the requirements for qualification under section 401 of title 26; or any governmental plan described in section 77c(a)(2)(C) of this title; or any collective trust fund maintained by a bank consisting solely of assets of one or more of such trusts, government plans, or church plans, companies or accounts that are excluded from the definition of an investment company under paragraph (14) of this subsection; or any separate account the assets of which are derived solely from (A) contributions under pension or profit-sharing plans which meet the requirements of section 401 of title 26 or the requirements for deduction of the employer’s contribution under section 404(a)(2) of title 26, (B) contributions under governmental plans in connection with which interests, participations, or securities are exempted from the registration provisions of section 77e of this title by section 77c(a)(2)(C) of this title, and (C) advances made by an insurance company in connection with the operation of such separate account.\n\n(12)\n\nAny voting trust the assets of which consist exclusively of securities of a single issuer which is not an investment company.\n\n(13)\n\nAny security holders’ protective committee or similar issuer having outstanding and issuing no securities other than certificates of deposit and short-term paper.\n\n(14)\nAny church plan described in section 414(e) of title 26, if, under any such plan, no part of the assets may be used for, or diverted to, purposes other than the exclusive benefit of plan participants or beneficiaries, or any company or account that is—\n\n(A)\n\nestablished by a person that is eligible to establish and maintain such a plan under section 414(e) of title 26; and\n\n(B)\nsubstantially all of the activities of which consist of—\n\n(i)\n\nmanaging or holding assets contributed to such church plans or other assets which are permitted to be commingled with the assets of church plans under title 26; or\n\n(ii)\n\nadministering or providing benefits pursuant to church plans.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/80a-3" - } - ] -} diff --git a/demo/authority_seeds/irc.json b/demo/authority_seeds/irc.json deleted file mode 100644 index 4d54aad7d..000000000 --- a/demo/authority_seeds/irc.json +++ /dev/null @@ -1,39 +0,0 @@ -{ - "corpus_title": "Internal Revenue Code", - "authority": "irc", - "aliases": [ - "Internal Revenue Code" - ], - "sections": [ - { - "key": "irc:451", - "heading": "IRC § 451 — General rule for taxable year of inclusion (26 U.S.C. § 451)", - "text": "(a) General rule The amount of any item of gross income shall be included in the gross income for the taxable year in which received by the taxpayer, unless, under the method of accounting used in computing taxable income, such amount is to be properly accounted for as of a different period.\n\n(b) Inclusion not later than for financial accounting purposes\n\n(1) Income taken into account in financial statement\n\n(A) In general In the case of a taxpayer the taxable income of which is computed under an accrual method of accounting, the all events test with respect to any item of gross income (or portion thereof) shall not be treated as met any later than when such item (or portion thereof) is taken into account as revenue in—\n\n(i) an applicable financial statement of the taxpayer, or\n\n(ii) such other financial statement as the Secretary may specify for purposes of this subsection.\n\n(B) Exception This paragraph shall not apply to—\n\n(i) a taxpayer which does not have a financial statement described in clause (i) or (ii) of subparagraph (A) for a taxable year, or\n\n(ii) any item of gross income in connection with a mortgage servicing contract.\n\n(C) All events test For purposes of this section, the all events test is met with respect to any item of gross income if all the events have occurred which fix the right to receive such income and the amount of such income can be determined with reasonable accuracy.\n\n(2) Coordination with special methods of accounting Paragraph (1) shall not apply with respect to any item of gross income for which the taxpayer uses a special method of accounting provided under any other provision of this chapter, other than any provision of part V of subchapter P (except as provided in clause (ii) of paragraph (1)(B)).\n\n(3) Applicable financial statement For purposes of this subsection, the term “applicable financial statement” means—\n\n(A) a financial statement which is certified as being prepared in accordance with generally accepted accounting principles and which is—\n\n(i) a 10–K (or successor form), or annual statement to shareholders, required to be filed by the taxpayer with the United States Securities and Exchange Commission,\n\n(ii) an audited financial statement of the taxpayer which is used for—\n\n(I) credit purposes,\n\n(II) reporting to shareholders, partners, or other proprietors, or to beneficiaries, or\n\n(III) any other substantial nontax purpose,\n\nbut only if there is no statement of the taxpayer described in clause (i), or\n\n(iii) filed by the taxpayer with any other Federal agency for purposes other than Federal tax purposes, but only if there is no statement of the taxpayer described in clause (i) or (ii),\n\n(B) a financial statement which is made on the basis of international financial reporting standards and is filed by the taxpayer with an agency of a foreign government which is equivalent to the United States Securities and Exchange Commission and which has reporting standards not less stringent than the standards required by such Commission, but only if there is no statement of the taxpayer described in subparagraph (A), or\n\n(C) a financial statement filed by the taxpayer with any other regulatory or governmental body specified by the Secretary, but only if there is no statement of the taxpayer described in subparagraph (A) or (B).\n\n(4) Allocation of transaction price For purposes of this subsection, in the case of a contract which contains multiple performance obligations, the allocation of the transaction price to each performance obligation shall be equal to the amount allocated to each performance obligation for purposes of including such item in revenue in the applicable financial statement of the taxpayer.\n\n(5) Group of entities For purposes of paragraph (1), if the financial results of a taxpayer are reported on the applicable financial statement (as defined in paragraph (3)) for a group of entities, such statement shall be treated as the applicable financial statement of the taxpayer.\n\n(c) Treatment of advance payments\n\n(1) In general A taxpayer which computes taxable income under the accrual method of accounting, and receives any advance payment during the taxable year, shall—\n\n(A) except as provided in subparagraph (B), include such advance payment in gross income for such taxable year, or\n\n(B) if the taxpayer elects the application of this subparagraph with respect to the category of advance payments to which such advance payment belongs, the taxpayer shall—\n\n(i) to the extent that any portion of such advance payment is required under subsection (b) to be included in gross income in the taxable year in which such payment is received, so include such portion, and\n\n(ii) include the remaining portion of such advance payment in gross income in the taxable year following the taxable year in which such payment is received.\n\n(2) Election\n\n(A) In general Except as otherwise provided in this paragraph, the election under paragraph (1)(B) shall be made at such time, in such form and manner, and with respect to such categories of advance payments, as the Secretary may provide.\n\n(B) Period to which election applies An election under paragraph (1)(B) shall be effective for the taxable year with respect to which it is first made and for all subsequent taxable years, unless the taxpayer secures the consent of the Secretary to revoke such election. For purposes of this title, the computation of taxable income under an election made under paragraph (1)(B) shall be treated as a method of accounting.\n\n(3) Taxpayers ceasing to exist Except as otherwise provided by the Secretary, the election under paragraph (1)(B) shall not apply with respect to advance payments received by the taxpayer during a taxable year if such taxpayer ceases to exist during (or with the close of) such taxable year.\n\n(4) Advance payment For purposes of this subsection—\n\n(A) In general The term “advance payment” means any payment—\n\n(i) the full inclusion of which in the gross income of the taxpayer for the taxable year of receipt is a permissible method of accounting under this section (determined without regard to this subsection),\n\n(ii) any portion of which is included in revenue by the taxpayer in a financial statement described in clause (i) or (ii) of subsection (b)(1)(A) for a subsequent taxable year, and\n\n(iii) which is for goods, services, or such other items as may be identified by the Secretary for purposes of this clause.\n\n(B) Exclusions Except as otherwise provided by the Secretary, such term shall not include—\n\n(i) rent,\n\n(ii) insurance premiums governed by subchapter L,\n\n(iii) payments with respect to financial instruments,\n\n(iv) payments with respect to warranty or guarantee contracts under which a third party is the primary obligor,\n\n(v) payments subject to section 871(a), 881, 1441, or 1442,\n\n(vi) payments in property to which section 83 applies, and\n\n(vii) any other payment identified by the Secretary for purposes of this subparagraph.\n\n(C) Receipt For purposes of this subsection, an item of gross income is received by the taxpayer if it is actually or constructively received, or if it is due and payable to the taxpayer.\n\n(D) Allocation of transaction price For purposes of this subsection, rules similar to subsection (b)(4) shall apply.\n\n(d) Special rule in case of death In the case of the death of a taxpayer whose taxable income is computed under an accrual method of accounting, any amount accrued only by reason of the death of the taxpayer shall not be included in computing taxable income for the period in which falls the date of the taxpayer’s death.\n\n(e) Special rule for employee tips For purposes of subsection (a), tips included in a written statement furnished an employer by an employee pursuant to section 6053(a) shall be deemed to be received at the time the written statement including such tips is furnished to the employer.\n\n(f) Special rule for crop insurance proceeds or disaster payments In the case of insurance proceeds received as a result of destruction or damage to crops, a taxpayer reporting on the cash receipts and disbursements method of accounting may elect to include such proceeds in income for the taxable year following the taxable year of destruction or damage, if he establishes that, under his practice, income from such crops would have been reported in a following taxable year. For purposes of the preceding sentence, payments received under the Agricultural Act of 1949, as amended, or title II of the Disaster Assistance Act of 1988, as a result of (1) destruction or damage to crops caused by drought, flood, or any other natural disaster, or (2) the inability to plant crops because of such a natural disaster shall be treated as insurance proceeds received as a result of destruction or damage to crops. An election under this subsection for any taxable year shall be made at such time and in such manner as the Secretary prescribes.\n\n(g) Special rule for proceeds from livestock sold on account of drought, flood, or other weather-related conditions\n\n(1) In general In the case of income derived from the sale or exchange of livestock in excess of the number the taxpayer would sell if he followed his usual business practices, a taxpayer reporting on the cash receipts and disbursements method of accounting may elect to include such income for the taxable year following the taxable year in which such sale or exchange occurs if he establishes that, under his usual business practices, the sale or exchange would not have occurred in the taxable year in which it occurred if it were not for drought, flood, or other weather-related conditions, and that such conditions had resulted in the area being designated as eligible for assistance by the Federal Government.\n\n(2) Limitation Paragraph (1) shall apply only to a taxpayer whose principal trade or business is farming (within the meaning of section 6420(c)(3)).\n\n(3) Special election rules If section 1033(e)(2) applies to a sale or exchange of livestock described in paragraph (1), the election under paragraph (1) shall be deemed valid if made during the replacement period described in such section.\n\n(h) Special rule for utility services\n\n(1) In general In the case of a taxpayer the taxable income of which is computed under an accrual method of accounting, any income attributable to the sale or furnishing of utility services to customers shall be included in gross income not later than the taxable year in which such services are provided to such customers.\n\n(2) Definition and special rule For purposes of this subsection—\n\n(A) Utility services The term “utility services” includes—\n\n(i) the providing of electrical energy, water, or sewage disposal,\n\n(ii) the furnishing of gas or steam through a local distribution system,\n\n(iii) telephone or other communication services, and\n\n(iv) the transporting of gas or steam by pipeline.\n\n(B) Year in which services provided The taxable year in which services are treated as provided to customers shall not, in any manner, be determined by reference to—\n\n(i) the period in which the customers’ meters are read, or\n\n(ii) the period in which the taxpayer bills (or may bill) the customers for such service.\n\n(i) Treatment of interest on frozen deposits in certain financial institutions\n\n(1) In general In the case of interest credited during any calendar year on a frozen deposit in a qualified financial institution, the amount of such interest includible in the gross income of a qualified individual shall not exceed the sum of—\n\n(A) the net amount withdrawn by such individual from such deposit during such calendar year, and\n\n(B) the amount of such deposit which is withdrawable as of the close of the taxable year (determined without regard to any penalty for premature withdrawals of a time deposit).\n\n(2) Interest tested each year Any interest not included in gross income by reason of paragraph (1) shall be treated as credited in the next calendar year.\n\n(3) Deferral of interest deduction No deduction shall be allowed to any qualified financial institution for interest not includible in gross income under paragraph (1) until such interest is includible in gross income.\n\n(4) Frozen deposit For purposes of this subsection, the term “frozen deposit” means any deposit if, as of the close of the calendar year, any portion of such deposit may not be withdrawn because of—\n\n(A) the bankruptcy or insolvency of the qualified financial institution (or threat thereof), or\n\n(B) any requirement imposed by the State in which such institution is located by reason of the bankruptcy or insolvency (or threat thereof) of 1 or more financial institutions in the State.\n\n(5) Other definitions For purposes of this subsection, the terms “qualified individual”, “qualified financial institution”, and “deposit” have the same respective meanings as when used in section 165(l).\n\n(j) Special rule for cash options for receipt of qualified prizes\n\n(1) In general For purposes of this title, in the case of an individual on the cash receipts and disbursements method of accounting, a qualified prize option shall be disregarded in determining the taxable year for which any portion of the qualified prize is properly includible in gross income of the taxpayer.\n\n(2) Qualified prize option; qualified prize For purposes of this subsection—\n\n(A) In general The term “qualified prize option” means an option which—\n\n(i) entitles an individual to receive a single cash payment in lieu of receiving a qualified prize (or remaining portion thereof), and\n\n(ii) is exercisable not later than 60 days after such individual becomes entitled to the qualified prize.\n\n(B) Qualified prize The term “qualified prize” means any prize or award which—\n\n(i) is awarded as a part of a contest, lottery, jackpot, game, or other similar arrangement,\n\n(ii) does not relate to any past services performed by the recipient and does not require the recipient to perform any substantial future service, and\n\n(iii) is payable over a period of at least 10 years.\n\n(3) Partnership, etc. The Secretary shall provide for the application of this subsection in the case of a partnership or other pass-through entity consisting entirely of individuals described in paragraph (1).\n\n(k) Special rule for sales or dispositions to implement Federal Energy Regulatory Commission or State electric restructuring policy\n\n(1) In general In the case of any qualifying electric transmission transaction for which the taxpayer elects the application of this section, qualified gain from such transaction shall be recognized—\n\n(A) in the taxable year which includes the date of such transaction to the extent the amount realized from such transaction exceeds—\n\n(i) the cost of exempt utility property which is purchased by the taxpayer during the 4-year period beginning on such date, reduced (but not below zero) by\n\n(ii) any portion of such cost previously taken into account under this subsection, and\n\n(B) ratably over the 8-taxable year period beginning with the taxable year which includes the date of such transaction, in the case of any such gain not recognized under subparagraph (A).\n\n(2) Qualified gain For purposes of this subsection, the term “qualified gain” means, with respect to any qualifying electric transmission transaction in any taxable year—\n\n(A) any ordinary income derived from such transaction which would be required to be recognized under section 1245 or 1250 for such taxable year (determined without regard to this subsection), and\n\n(B) any income derived from such transaction in excess of the amount described in subparagraph (A) which is required to be included in gross income for such taxable year (determined without regard to this subsection).\n\n(3) Qualifying electric transmission transaction For purposes of this subsection, the term “qualifying electric transmission transaction” means any sale or other disposition before January 1, 2008 (before January 1, 2021, in the case of a qualified electric utility), of—\n\n(A) property used in the trade or business of providing electric transmission services, or\n\n(B) any stock or partnership interest in a corporation or partnership, as the case may be, whose principal trade or business consists of providing electric transmission services,\n\nbut only if such sale or disposition is to an independent transmission company.\n\n(4) Independent transmission company For purposes of this subsection, the term “independent transmission company” means—\n\n(A) an independent transmission provider approved by the Federal Energy Regulatory Commission,\n\n(B) a person—\n\n(i) who the Federal Energy Regulatory Commission determines in its authorization of the transaction under section 203 of the Federal Power Act (16 U.S.C. 824b) or by declaratory order is not a market participant within the meaning of such Commission’s rules applicable to independent transmission providers, and\n\n(ii) whose transmission facilities to which the election under this subsection applies are under the operational control of a Federal Energy Regulatory Commission-approved independent transmission provider before the close of the period specified in such authorization, but not later than the date which is 4 years after the close of the taxable year in which the transaction occurs, or\n\n(C) in the case of facilities subject to the jurisdiction of the Public Utility Commission of Texas—\n\n(i) a person which is approved by that Commission as consistent with Texas State law regarding an independent transmission provider, or\n\n(ii) a political subdivision or affiliate thereof whose transmission facilities are under the operational control of a person described in clause (i).\n\n(5) Exempt utility property For purposes of this subsection:\n\n(A) In general The term “exempt utility property” means property used in the trade or business of—\n\n(i) generating, transmitting, distributing, or selling electricity, or\n\n(ii) producing, transmitting, distributing, or selling natural gas.\n\n(B) Nonrecognition of gain by reason of acquisition of stock Acquisition of control of a corporation shall be taken into account under this subsection with respect to a qualifying electric transmission transaction only if the principal trade or business of such corporation is a trade or business referred to in subparagraph (A).\n\n(C) Exception for property located outside the United States The term “exempt utility property” shall not include any property which is located outside the United States.\n\n(6) Qualified electric utility For purposes of this subsection, the term “qualified electric utility” means a person that, as of the date of the qualifying electric transmission transaction, is vertically integrated, in that it is both—\n\n(A) a transmitting utility (as defined in section 3(23) of the Federal Power Act (16 U.S.C. 796(23))) with respect to the transmission facilities to which the election under this subsection applies, and\n\n(B) an electric utility (as defined in section 3(22) of the Federal Power Act (16 U.S.C. 796(22))).\n\n(7) Special rule for consolidated groups In the case of a corporation which is a member of an affiliated group filing a consolidated return, any exempt utility property purchased by another member of such group shall be treated as purchased by such corporation for purposes of applying paragraph (1)(A).\n\n(8) Time for assessment of deficiencies If the taxpayer has made the election under paragraph (1) and any gain is recognized by such taxpayer as provided in paragraph (1)(B), then—\n\n(A) the statutory period for the assessment of any deficiency, for any taxable year in which any part of the gain on the transaction is realized, attributable to such gain shall not expire prior to the expiration of 3 years from the date the Secretary is notified by the taxpayer (in such manner as the Secretary may by regulations prescribe) of the purchase of exempt utility property or of an intention not to purchase such property, and\n\n(B) such deficiency may be assessed before the expiration of such 3-year period notwithstanding any law or rule of law which would otherwise prevent such assessment.\n\n(9) Purchase For purposes of this subsection, the taxpayer shall be considered to have purchased any property if the unadjusted basis of such property is its cost within the meaning of section 1012.\n\n(10) Election An election under paragraph (1) shall be made at such time and in such manner as the Secretary may require and, once made, shall be irrevocable.\n\n(11) Nonapplication of installment sales treatment Section 453 shall not apply to any qualifying electric transmission transaction with respect to which an election to apply this subsection is made.", - "source_url": "https://www.law.cornell.edu/uscode/text/26/451" - }, - { - "key": "irc:368", - "heading": "IRC § 368 — Definitions relating to corporate reorganizations (26 U.S.C. § 368)", - "text": "(a) Reorganization\n(1) In general For purposes of parts I and II and this part, the term “reorganization” means—\n(A)\na statutory merger or consolidation;\n\n(B)\nthe acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of stock of another corporation if, immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition);\n\n(C)\nthe acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of substantially all of the properties of another corporation, but in determining whether the exchange is solely for stock the assumption by the acquiring corporation of a liability of the other shall be disregarded;\n\n(D)\na transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in control of the corporation to which the assets are transferred; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354, 355, or 356;\n\n(E)\na recapitalization;\n\n(F)\na mere change in identity, form, or place of organization of one corporation, however effected; or\n\n(G)\na transfer by a corporation of all or part of its assets to another corporation in a title 11 or similar case; but only if, in pursuance of the plan, stock or securities of the corporation to which the assets are transferred are distributed in a transaction which qualifies under section 354, 355, or 356.\n\n(2) Special rules relating to paragraph (1)\n(A) Reorganizations described in both paragraph (1)(C) and paragraph (1)(D)\n\nIf a transaction is described in both paragraph (1)(C) and paragraph (1)(D), then, for purposes of this subchapter (other than for purposes of subparagraph (C)), such transaction shall be treated as described only in paragraph (1)(D).\n\n(B) Additional consideration in certain paragraph (1)(C) cases If—\n(i)\none corporation acquires substantially all of the properties of another corporation,\n\n(ii)\nthe acquisition would qualify under paragraph (1)(C) but for the fact that the acquiring corporation exchanges money or other property in addition to voting stock, and\n\n(iii)\nthe acquiring corporation acquires, solely for voting stock described in paragraph (1)(C), property of the other corporation having a fair market value which is at least 80 percent of the fair market value of all of the property of the other corporation,\n\nthen such acquisition shall (subject to subparagraph (A) of this paragraph) be treated as qualifying under paragraph (1)(C). Solely for the purpose of determining whether clause (iii) of the preceding sentence applies, the amount of any liability assumed by the acquiring corporation shall be treated as money paid for the property.\n\n(C) Transfers of assets or stock to subsidiaries in certain paragraph (1)(A), (1)(B), (1)(C), and (1)(G) cases\n\nA transaction otherwise qualifying under paragraph (1)(A), (1)(B), or (1)(C) shall not be disqualified by reason of the fact that part or all of the assets or stock which were acquired in the transaction are transferred to a corporation controlled by the corporation acquiring such assets or stock. A similar rule shall apply to a transaction otherwise qualifying under paragraph (1)(G) where the requirements of subparagraphs (A) and (B) of section 354(b)(1) are met with respect to the acquisition of the assets.\n\n(D) Use of stock of controlling corporation in paragraph (1)(A) and (1)(G) cases The acquisition by one corporation, in exchange for stock of a corporation (referred to in this subparagraph as “controlling corporation”) which is in control of the acquiring corporation, of substantially all of the properties of another corporation shall not disqualify a transaction under paragraph (1)(A) or (1)(G) if—\n(i)\nno stock of the acquiring corporation is used in the transaction, and\n\n(ii)\nin the case of a transaction under paragraph (1)(A), such transaction would have qualified under paragraph (1)(A) had the merger been into the controlling corporation.\n\n(E) Statutory merger using voting stock of corporation controlling merged corporation A transaction otherwise qualifying under paragraph (1)(A) shall not be disqualified by reason of the fact that stock of a corporation (referred to in this subparagraph as the “controlling corporation”) which before the merger was in control of the merged corporation is used in the transaction, if—\n(i)\nafter the transaction, the corporation surviving the merger holds substantially all of its properties and of the properties of the merged corporation (other than stock of the controlling corporation distributed in the transaction); and\n\n(ii)\nin the transaction, former shareholders of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, an amount of stock in the surviving corporation which constitutes control of such corporation.\n\n(F) Certain transactions involving 2 or more investment companies\n(i)\nIf immediately before a transaction described in paragraph (1) (other than subparagraph (E) thereof), 2 or more parties to the transaction were investment companies, then the transaction shall not be considered to be a reorganization with respect to any such investment company (and its shareholders and security holders) unless it was a regulated investment company, a real estate investment trust, or a corporation which meets the requirements of clause (ii).\n\n(ii)\nA corporation meets the requirements of this clause if not more than 25 percent of the value of its total assets is invested in the stock and securities of any one issuer, and not more than 50 percent of the value of its total assets is invested in the stock and securities of 5 or fewer issuers. For purposes of this clause, all members of a controlled group of corporations (within the meaning of section 1563(a)) shall be treated as one issuer. For purposes of this clause, a person holding stock in a regulated investment company, a real estate investment trust, or an investment company which meets the requirements of this clause shall, except as provided in regulations, be treated as holding its proportionate share of the assets held by such company or trust.\n\n(iii)\nFor purposes of this subparagraph the term “investment company” means a regulated investment company, a real estate investment trust, or a corporation 50 percent or more of the value of whose total assets are stock and securities and 80 percent or more of the value of whose total assets are assets held for investment. In making the 50-percent and 80-percent determinations under the preceding sentence, stock and securities in any subsidiary corporation shall be disregarded and the parent corporation shall be deemed to own its ratable share of the subsidiary’s assets, and a corporation shall be considered a subsidiary if the parent owns 50 percent or more of the combined voting power of all classes of stock entitled to vote, or 50 percent or more of the total value of shares of all classes of stock outstanding.\n\n(iv)\nFor purposes of this subparagraph, in determining total assets there shall be excluded cash and cash items (including receivables). Government securities, and, under regulations prescribed by the Secretary, assets acquired (through incurring indebtedness or otherwise) for purposes of meeting the requirements of clause (ii) or ceasing to be an investment company.\n\n(v)\nThis subparagraph shall not apply if the stock of each investment company is owned substantially by the same persons in the same proportions.\n\n(vi)\nIf an investment company which does not meet the requirements of clause (ii) acquires assets of another corporation, clause (i) shall be applied to such investment company and its shareholders and security holders as though its assets had been acquired by such other corporation. If such investment company acquires stock of another corporation in a reorganization described in section 368(a)(1)(B), clause (i) shall be applied to the shareholders of such investment company as though they had exchanged with such other corporation all of their stock in such company for stock having a fair market value equal to the fair market value of their stock of such investment company immediately after the exchange. For purposes of section 1001, the deemed acquisition or exchange referred to in the two preceding sentences shall be treated as a sale or exchange of property by the corporation and by the shareholders and security holders to which clause (i) is applied.\n\n(vii)\nFor purposes of clauses (ii) and (iii), the term “securities” includes obligations of State and local governments, commodity futures contracts, shares of regulated investment companies and real estate investment trusts, and other investments constituting a security within the meaning of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(36)).\n\n[(viii)\nRepealed. Pub. L. 98–369, div. A, title I, § 174(b)(5)(D), July 18, 1984, 98 Stat. 707]\n\n(G) Distribution requirement for paragraph (1)(C)\n(i) In general\n\nA transaction shall fail to meet the requirements of paragraph (1)(C) unless the acquired corporation distributes the stock, securities, and other properties it receives, as well as its other properties, in pursuance of the plan of reorganization. For purposes of the preceding sentence, if the acquired corporation is liquidated pursuant to the plan of reorganization, any distribution to its creditors in connection with such liquidation shall be treated as pursuant to the plan of reorganization.\n\n(ii) Exception\n\nThe Secretary may waive the application of clause (i) to any transaction subject to any conditions the Secretary may prescribe.\n\n(H) Special rules for determining whether certain transactions are qualified under paragraph (1)(D) For purposes of determining whether a transaction qualifies under paragraph (1)(D)—\n(i)\nin the case of a transaction with respect to which the requirements of subparagraphs (A) and (B) of section 354(b)(1) are met, the term “control” has the meaning given such term by section 304(c), and\n\n(ii)\nin the case of a transaction with respect to which the requirements of section 355 (or so much of section 356 as relates to section 355) are met, the fact that the shareholders of the distributing corporation dispose of part or all of the distributed stock, or the fact that the corporation whose stock was distributed issues additional stock, shall not be taken into account.\n\n(3) Additional rules relating to title 11 and similar cases\n(A) Title 11 or similar case defined For purposes of this part, the term “title 11 or similar case” means—\n(i)\na case under title 11 of the United States Code, or\n\n(ii)\na receivership, foreclosure, or similar proceeding in a Federal or State court.\n\n(B) Transfer of assets in a title 11 or similar case In applying paragraph (1)(G), a transfer of the assets of a corporation shall be treated as made in a title 11 or similar case if and only if—\n(i)\nany party to the reorganization is under the jurisdiction of the court in such case, and\n\n(ii)\nthe transfer is pursuant to a plan of reorganization approved by the court.\n\n(C) Reorganizations qualifying under paragraph (1)(G) and another provision If a transaction would (but for this subparagraph) qualify both—\n(i)\nunder subparagraph (G) of paragraph (1), and\n\n(ii)\nunder any other subparagraph of paragraph (1) or under section 332 or 351,\n\nthen, for purposes of this subchapter (other than section 357(c)(1)), such transaction shall be treated as qualifying only under subparagraph (G) of paragraph (1).\n\n(D) Agency receivership proceedings which involve financial institutions\n\nFor purposes of subparagraphs (A) and (B), in the case of a receivership, foreclosure, or similar proceeding before a Federal or State agency involving a financial institution referred to in section 581 or 591, the agency shall be treated as a court.\n\n(E) Application of paragraph (2)(E)(ii) In the case of a title 11 or similar case, the requirement of clause (ii) of paragraph (2)(E) shall be treated as met if—\n(i)\nno former shareholder of the surviving corporation received any consideration for his stock, and\n\n(ii)\nthe former creditors of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, debt of the surviving corporation which had a fair market value equal to 80 percent or more of the total fair market value of the debt of the surviving corporation.\n\n(b) Party to a reorganization For purposes of this part, the term “a party to a reorganization” includes—\n(1)\na corporation resulting from a reorganization, and\n\n(2)\nboth corporations, in the case of a reorganization resulting from the acquisition by one corporation of stock or properties of another.\n\nIn the case of a reorganization qualifying under paragraph (1)(B) or (1)(C) of subsection (a), if the stock exchanged for the stock or properties is stock of a corporation which is in control of the acquiring corporation, the term “a party to a reorganization” includes the corporation so controlling the acquiring corporation. In the case of a reorganization qualifying under paragraph (1)(A), (1)(B), (1)(C), or (1)(G) of subsection (a) by reason of paragraph (2)(C) of subsection (a), the term “a party to a reorganization” includes the corporation controlling the corporation to which the acquired assets or stock are transferred. In the case of a reorganization qualifying under paragraph (1)(A) or (1)(G) of subsection (a) by reason of paragraph (2)(D) of that subsection, the term “a party to a reorganization” includes the controlling corporation referred to in such paragraph (2)(D). In the case of a reorganization qualifying under subsection (a)(1)(A) by reason of subsection (a)(2)(E), the term “party to a reorganization” includes the controlling corporation referred to in subsection (a)(2)(E).\n\n(c) Control defined\n\nFor purposes of part I (other than section 304), part II, this part, and part V, the term “control” means the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.", - "source_url": "https://www.law.cornell.edu/uscode/text/26/368" - }, - { - "key": "irc:501", - "heading": "IRC § 501 — Exemption from tax on corporations, certain trusts, etc. (26 U.S.C. § 501)", - "text": "(a) Exemption from taxation\n\nAn organization described in subsection (c) or (d) or section 401(a) shall be exempt from taxation under this subtitle unless such exemption is denied under section 502 or 503.\n\n(b) Tax on unrelated business income and certain other activities\n\nAn organization exempt from taxation under subsection (a) shall be subject to tax to the extent provided in parts II, III, and VI of this subchapter, but (notwithstanding parts II, III, and VI of this subchapter) shall be considered an organization exempt from income taxes for the purpose of any law which refers to organizations exempt from income taxes.\n\n(c) List of exempt organizations The following organizations are referred to in subsection (a):\n(1) Any corporation organized under Act of Congress which is an instrumentality of the United States but only if such corporation—\n(A) is exempt from Federal income taxes—\n(i)\nunder such Act as amended and supplemented before July 18, 1984, or\n\n(ii)\nunder this title without regard to any provision of law which is not contained in this title and which is not contained in a revenue Act, or\n\n(B)\nis described in subsection (l).\n\n(2)\nCorporations organized for the exclusive purpose of holding title to property, collecting income therefrom, and turning over the entire amount thereof, less expenses, to an organization which itself is exempt under this section. Rules similar to the rules of subparagraph (G) of paragraph (25) shall apply for purposes of this paragraph.\n\n(3)\nCorporations, and any community chest, fund, or foundation, organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, no part of the net earnings of which inures to the benefit of any private shareholder or individual, no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in subsection (h)), and which does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.\n\n(4)\n(A)\nCivic leagues or organizations not organized for profit but operated exclusively for the promotion of social welfare, or local associations of employees, the membership of which is limited to the employees of a designated person or persons in a particular municipality, and the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes.\n\n(B)\nSubparagraph (A) shall not apply to an entity unless no part of the net earnings of such entity inures to the benefit of any private shareholder or individual.\n\n(5)\nLabor, agricultural, or horticultural organizations.\n\n(6)\nBusiness leagues, chambers of commerce, real-estate boards, boards of trade, or professional football leagues (whether or not administering a pension fund for football players), not organized for profit and no part of the net earnings of which inures to the benefit of any private shareholder or individual.\n\n(7)\nClubs organized for pleasure, recreation, and other nonprofitable purposes, substantially all of the activities of which are for such purposes and no part of the net earnings of which inures to the benefit of any private shareholder.\n\n(8) Fraternal beneficiary societies, orders, or associations—\n(A)\noperating under the lodge system or for the exclusive benefit of the members of a fraternity itself operating under the lodge system, and\n\n(B)\nproviding for the payment of life, sick, accident, or other benefits to the members of such society, order, or association or their dependents.\n\n(9)\nVoluntary employees’ beneficiary associations providing for the payment of life, sick, accident, or other benefits to the members of such association or their dependents or designated beneficiaries, if no part of the net earnings of such association inures (other than through such payments) to the benefit of any private shareholder or individual. For purposes of providing for the payment of sick and accident benefits to members of such an association and their dependents, the term “dependent” shall include any individual who is a child (as defined in section 152(f)(1)) of a member who as of the end of the calendar year has not attained age 27.\n\n(10) Domestic fraternal societies, orders, or associations, operating under the lodge system—\n(A)\nthe net earnings of which are devoted exclusively to religious, charitable, scientific, literary, educational, and fraternal purposes, and\n\n(B)\nwhich do not provide for the payment of life, sick, accident, or other benefits.\n\n(11) Teachers’ retirement fund associations of a purely local character, if—\n(A)\nno part of their net earnings inures (other than through payment of retirement benefits) to the benefit of any private shareholder or individual, and\n\n(B)\nthe income consists solely of amounts received from public taxation, amounts received from assessments on the teaching salaries of members, and income in respect of investments.\n\n(12)\n(A)\nBenevolent life insurance associations of a purely local character, mutual ditch or irrigation companies, mutual or cooperative telephone companies, or like organizations; but only if 85 percent or more of the income consists of amounts collected from members for the sole purpose of meeting losses and expenses.\n\n(B) In the case of a mutual or cooperative telephone company, subparagraph (A) shall be applied without taking into account any income received or accrued—\n(i)\nfrom a nonmember telephone company for the performance of communication services which involve members of the mutual or cooperative telephone company,\n\n(ii)\nfrom qualified pole rentals,\n\n(iii)\nfrom the sale of display listings in a directory furnished to the members of the mutual or cooperative telephone company, or\n\n(iv)\nfrom the prepayment of a loan under section 306A, 306B, or 311 [1] of the Rural Electrification Act of 1936 (as in effect on January 1, 1987).\n\n(C) In the case of a mutual or cooperative electric company, subparagraph (A) shall be applied without taking into account any income received or accrued—\n(i)\nfrom qualified pole rentals, or\n\n(ii)\nfrom any provision or sale of electric energy transmission services or ancillary services if such services are provided on a nondiscriminatory open access basis under an open access transmission tariff approved or accepted by FERC or under an independent transmission provider agreement approved or accepted by FERC (other than income received or accrued directly or indirectly from a member),\n\n(iii) from the provision or sale of electric energy distribution services or ancillary services if such services are provided on a nondiscriminatory open access basis to distribute electric energy not owned by the mutual or electric cooperative company—\n(I)\nto end-users who are served by distribution facilities not owned by such company or any of its members (other than income received or accrued directly or indirectly from a member), or\n\n(II)\ngenerated by a generation facility not owned or leased by such company or any of its members and which is directly connected to distribution facilities owned by such company or any of its members (other than income received or accrued directly or indirectly from a member),\n\n(iv)\nfrom any nuclear decommissioning transaction, or\n\n(v)\nfrom any asset exchange or conversion transaction.\n\n(D) For purposes of this paragraph, the term “qualified pole rental” means any rental of a pole (or other structure used to support wires) if such pole (or other structure)—\n(i)\nis used by the telephone or electric company to support one or more wires which are used by such company in providing telephone or electric services to its members, and\n\n(ii)\nis used pursuant to the rental to support one or more wires (in addition to the wires described in clause (i)) for use in connection with the transmission by wire of electricity or of telephone or other communications.\n\nFor purposes of the preceding sentence, the term “rental” includes any sale of the right to use the pole (or other structure).\n\n(E) For purposes of subparagraph (C)(ii), the term “FERC” means—\n(i)\nthe Federal Energy Regulatory Commission, or\n\n(ii)\nin the case of any utility with respect to which all of the electricity generated, transmitted, or distributed by such utility is generated, transmitted, distributed, and consumed in the same State, the State agency of such State with the authority to regulate electric utilities.\n\n(F) For purposes of subparagraph (C)(iv), the term “nuclear decommissioning transaction” means—\n(i)\nany transfer into a trust, fund, or instrument established to pay any nuclear decommissioning costs if the transfer is in connection with the transfer of the mutual or cooperative electric company’s interest in a nuclear power plant or nuclear power plant unit,\n\n(ii)\nany distribution from any trust, fund, or instrument established to pay any nuclear decommissioning costs, or\n\n(iii)\nany earnings from any trust, fund, or instrument established to pay any nuclear decommissioning costs.\n\n(G) For purposes of subparagraph (C)(v), the term “asset exchange or conversion transaction” means any voluntary exchange or involuntary conversion of any property related to generating, transmitting, distributing, or selling electric energy by a mutual or cooperative electric company, the gain from which qualifies for deferred recognition under section 1031 or 1033, but only if the replacement property acquired by such company pursuant to such section constitutes property which is used, or to be used, for—\n(i)\ngenerating, transmitting, distributing, or selling electric energy, or\n\n(ii)\nproducing, transmitting, distributing, or selling natural gas.\n\n(H)\n(i)\nIn the case of a mutual or cooperative electric company described in this paragraph or an organization described in section 1381(a)(2)(C), income received or accrued from a load loss transaction shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.\n\n(ii)\nFor purposes of clause (i), the term “load loss transaction” means any wholesale or retail sale of electric energy (other than to members) to the extent that the aggregate sales during the recovery period do not exceed the load loss mitigation sales limit for such period.\n\n(iii)\nFor purposes of clause (ii), the load loss mitigation sales limit for the recovery period is the sum of the annual load losses for each year of such period.\n\n(iv) For purposes of clause (iii), a mutual or cooperative electric company’s annual load loss for each year of the recovery period is the amount (if any) by which—\n(I)\nthe megawatt hours of electric energy sold during such year to members of such electric company are less than\n\n(II)\nthe megawatt hours of electric energy sold during the base year to such members.\n\n(v) For purposes of clause (iv)(II), the term “base year” means—\n(I)\nthe calendar year preceding the start-up year, or\n\n(II)\nat the election of the mutual or cooperative electric company, the second or third calendar years preceding the start-up year.\n\n(vi)\nFor purposes of this subparagraph, the recovery period is the 7-year period beginning with the start-up year.\n\n(vii)\nFor purposes of this subparagraph, the start-up year is the first year that the mutual or cooperative electric company offers nondiscriminatory open access or the calendar year which includes the date of the enactment of this subparagraph, if later, at the election of such company.\n\n(viii)\nA company shall not fail to be treated as a mutual or cooperative electric company for purposes of this paragraph or as a corporation operating on a cooperative basis for purposes of section 1381(a)(2)(C) by reason of the treatment under clause (i).\n\n(ix)\nFor purposes of subparagraph (A), in the case of a mutual or cooperative electric company, income received, or accrued, indirectly from a member shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.\n\n(I)\nIn the case of a mutual or cooperative electric company described in this paragraph or an organization described in section 1381(a)(2), income received or accrued in connection with an election under section 45J(e)(1) shall be treated as an amount collected from members for the sole purpose of meeting losses and expenses.\n\n(J) In the case of a mutual or cooperative telephone or electric company described in this paragraph, subparagraph (A) shall be applied without taking into account any income received or accrued from—\n(i)\nany grant, contribution, or assistance provided pursuant to the Robert T. Stafford Disaster Relief and Emergency Assistance Act or any similar grant, contribution, or assistance by any local, State, or regional governmental entity for the purpose of relief, recovery, or restoration from, or preparation for, a disaster or emergency, or\n\n(ii)\nany grant or contribution by any governmental entity (other than a contribution in aid of construction or any other contribution as a customer or potential customer) the purpose of which is substantially related to providing, constructing, restoring, or relocating electric, communication, broadband, internet, or other utility facilities or services.\n\n(13)\nCemetery companies owned and operated exclusively for the benefit of their members or which are not operated for profit; and any corporation chartered solely for the purpose of the disposal of bodies by burial or cremation which is not permitted by its charter to engage in any business not necessarily incident to that purpose and no part of the net earnings of which inures to the benefit of any private shareholder or individual.\n\n(14)\n(A)\nCredit unions without capital stock organized and operated for mutual purposes and without profit.\n\n(B) Corporations or associations without capital stock organized before September 1, 1957, and operated for mutual purposes and without profit for the purpose of providing reserve funds for, and insurance of shares or deposits in—\n(i)\ndomestic building and loan associations,\n\n(ii)\ncooperative banks without capital stock organized and operated for mutual purposes and without profit,\n\n(iii)\nmutual savings banks not having capital stock represented by shares, or\n\n(iv)\nmutual savings banks described in section 591(b).\n\n(C)\nCorporations or associations organized before September 1, 1957, and operated for mutual purposes and without profit for the purpose of providing reserve funds for associations or banks described in clause (i), (ii), or (iii) of subparagraph (B); but only if 85 percent or more of the income is attributable to providing such reserve funds and to investments. This subparagraph shall not apply to any corporation or association entitled to exemption under subparagraph (B).\n\n(15)\n(A) Insurance companies (as defined in section 816(a)) other than life (including interinsurers and reciprocal underwriters) if—\n(i)\n(I)\nthe gross receipts for the taxable year do not exceed $600,000, and\n\n(II)\nmore than 50 percent of such gross receipts consist of premiums, or\n\n(ii) in the case of a mutual insurance company—\n(I)\nthe gross receipts of which for the taxable year do not exceed $150,000, and\n\n(II)\nmore than 35 percent of such gross receipts consist of premiums.\n\nClause (ii) shall not apply to a company if any employee of the company, or a member of the employee’s family (as defined in section 2032A(e)(2)), is an employee of another company exempt from taxation by reason of this paragraph (or would be so exempt but for this sentence).\n\n(B)\nFor purposes of subparagraph (A), in determining whether any company or association is described in subparagraph (A), such company or association shall be treated as receiving during the taxable year amounts described in subparagraph (A) which are received during such year by all other companies or associations which are members of the same controlled group as the insurance company or association for which the determination is being made.\n\n(C)\nFor purposes of subparagraph (B), the term “controlled group” has the meaning given such term by section 831(b)(2)(B)(ii),1 except that in applying section 831(b)(2)(B)(ii) 1 for purposes of this subparagraph, subparagraphs (B) and (C) of section 1563(b)(2) shall be disregarded.\n\n(16)\nCorporations organized by an association subject to part IV of this subchapter or members thereof, for the purpose of financing the ordinary crop operations of such members or other producers, and operated in conjunction with such association. Exemption shall not be denied any such corporation because it has capital stock, if the dividend rate of such stock is fixed at not to exceed the legal rate of interest in the State of incorporation or 8 percent per annum, whichever is greater, on the value of the consideration for which the stock was issued, and if substantially all such stock (other than nonvoting preferred stock, the owners of which are not entitled or permitted to participate, directly or indirectly, in the profits of the corporation, on dissolution or otherwise, beyond the fixed dividends) is owned by such association, or members thereof; nor shall exemption be denied any such corporation because there is accumulated and maintained by it a reserve required by State law or a reasonable reserve for any necessary purpose.\n\n(17)\n(A) A trust or trusts forming part of a plan providing for the payment of supplemental unemployment compensation benefits, if—\n(i)\nunder the plan, it is impossible, at any time prior to the satisfaction of all liabilities, with respect to employees under the plan, for any part of the corpus or income to be (within the taxable year or thereafter) used for, or diverted to, any purpose other than the providing of supplemental unemployment compensation benefits,\n\n(ii)\nsuch benefits are payable to employees under a classification which is set forth in the plan and which is found by the Secretary not to be discriminatory in favor of employees who are highly compensated employees (within the meaning of section 414(q)), and\n\n(iii)\nsuch benefits do not discriminate in favor of employees who are highly compensated employees (within the meaning of section 414(q)). A plan shall not be considered discriminatory within the meaning of this clause merely because the benefits received under the plan bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employees covered by the plan.\n\n(B) In determining whether a plan meets the requirements of subparagraph (A), any benefits provided under any other plan shall not be taken into consideration, except that a plan shall not be considered discriminatory—\n(i)\nmerely because the benefits under the plan which are first determined in a nondiscriminatory manner within the meaning of subparagraph (A) are then reduced by any sick, accident, or unemployment compensation benefits received under State or Federal law (or reduced by a portion of such benefits if determined in a nondiscriminatory manner), or\n\n(ii)\nmerely because the plan provides only for employees who are not eligible to receive sick, accident, or unemployment compensation benefits under State or Federal law the same benefits (or a portion of such benefits if determined in a nondiscriminatory manner) which such employees would receive under such laws if such employees were eligible for such benefits, or\n\n(iii)\nmerely because the plan provides only for employees who are not eligible under another plan (which meets the requirements of subparagraph (A)) of supplemental unemployment compensation benefits provided wholly by the employer the same benefits (or a portion of such benefits if determined in a nondiscriminatory manner) which such employees would receive under such other plan if such employees were eligible under such other plan, but only if the employees eligible under both plans would make a classification which would be nondiscriminatory within the meaning of subparagraph (A).\n\n(C)\nA plan shall be considered to meet the requirements of subparagraph (A) during the whole of any year of the plan if on one day in each quarter it satisfies such requirements.\n\n(D) The term “supplemental unemployment compensation benefits” means only—\n(i)\nbenefits which are paid to an employee because of his involuntary separation from the employment of the employer (whether or not such separation is temporary) resulting directly from a reduction in force, the discontinuance of a plant or operation, or other similar conditions, and\n\n(ii)\nsick and accident benefits subordinate to the benefits described in clause (i).\n\n(E)\nExemption shall not be denied under subsection (a) to any organization entitled to such exemption as an association described in paragraph (9) of this subsection merely because such organization provides for the payment of supplemental unemployment benefits (as defined in subparagraph (D)(i)).\n\n(18) A trust or trusts created before June 25, 1959, forming part of a plan providing for the payment of benefits under a pension plan funded only by contributions of employees, if—\n(A)\nunder the plan, it is impossible, at any time prior to the satisfaction of all liabilities with respect to employees under the plan, for any part of the corpus or income to be (within the taxable year or thereafter) used for, or diverted to, any purpose other than the providing of benefits under the plan,\n\n(B)\nsuch benefits are payable to employees under a classification which is set forth in the plan and which is found by the Secretary not to be discriminatory in favor of employees who are highly compensated employees (within the meaning of section 414(q)),\n\n(C)\nsuch benefits do not discriminate in favor of employees who are highly compensated employees (within the meaning of section 414(q)). A plan shall not be considered discriminatory within the meaning of this subparagraph merely because the benefits received under the plan bear a uniform relationship to the total compensation, or the basic or regular rate of compensation, of the employees covered by the plan, and\n\n(D) in the case of a plan under which an employee may designate certain contributions as deductible—\n(i)\nsuch contributions do not exceed the amount with respect to which a deduction is allowable under section 219(b)(3),\n\n(ii)\nrequirements similar to the requirements of section 401(k)(3)(A)(ii) are met with respect to such elective contributions,\n\n(iii)\nsuch contributions are treated as elective deferrals for purposes of section 402(g), and\n\n(iv)\nthe requirements of section 401(a)(30) are met.\n\nFor purposes of subparagraph (D)(ii), rules similar to the rules of section 401(k)(8) shall apply. For purposes of section 4979, any excess contribution under clause (ii) shall be treated as an excess contribution under a cash or deferred arrangement.\n\n(19) A post or organization of past or present members of the Armed Forces of the United States, or an auxiliary unit or society of, or a trust or foundation for, any such post or organization—\n(A)\norganized in the United States or any of its possessions,\n\n(B)\nat least 75 percent of the members of which are past or present members of the Armed Forces of the United States and substantially all of the other members of which are individuals who are cadets or are spouses, widows, widowers, ancestors, or lineal descendants of past or present members of the Armed Forces of the United States or of cadets, and\n\n(C)\nno part of the net earnings of which inures to the benefit of any private shareholder or individual.\n\n[(20)\nRepealed. Pub. L. 113–295, div. A, title II, § 221(a)(19)(B)(iii), Dec. 19, 2014, 128 Stat. 4040.]\n\n(21)\n(A) A trust or trusts established in writing, created or organized in the United States, and contributed to by any person (except an insurance company) if—\n(i) the purpose of such trust or trusts is exclusively—\n(I)\nto satisfy, in whole or in part, the liability of such person for, or with respect to, claims for compensation for disability or death due to pneumoconiosis under Black Lung Acts,\n\n(II)\nto pay premiums for insurance exclusively covering such liability,\n\n(III)\nto pay administrative and other incidental expenses of such trust in connection with the operation of the trust and the processing of claims against such person under Black Lung Acts, and\n\n(IV)\nto pay accident or health benefits for retired miners and their spouses and dependents (including administrative and other incidental expenses of such trust in connection therewith) or premiums for insurance exclusively covering such benefits; and\n\n(ii) no part of the assets of the trust may be used for, or diverted to, any purpose other than—\n(I)\nthe purposes described in clause (i),\n\n(II)\ninvestment (but only to the extent that the trustee determines that a portion of the assets is not currently needed for the purposes described in clause (i)) in qualified investments, or\n\n(III)\npayment into the Black Lung Disability Trust Fund established under section 9501, or into the general fund of the United States Treasury (other than in satisfaction of any tax or other civil or criminal liability of the person who established or contributed to the trust).\n\n(B)\nNo deduction shall be allowed under this chapter for any payment described in subparagraph (A)(i)(IV) from such trust.\n\n(C) Payments described in subparagraph (A)(i)(IV) may be made from such trust during a taxable year only to the extent that the aggregate amount of such payments during such taxable year does not exceed the excess (if any), as of the close of the preceding taxable year, of—\n(i)\nthe fair market value of the assets of the trust, over\n\n(ii)\n110 percent of the present value of the liability described in subparagraph (A)(i)(I) of such person.\n\nThe determinations under the preceding sentence shall be made by an independent actuary using actuarial methods and assumptions (not inconsistent with the regulations prescribed under section 192(c)(1)(A)) each of which is reasonable and which are reasonable in the aggregate.\n\n(D) For purposes of this paragraph:\n(i)\nThe term “ Black Lung Acts” means part C of title IV of the Federal Mine Safety and Health Act of 1977, and any State law providing compensation for disability or death due to that pneumoconiosis.\n\n(ii) The term “qualified investments” means—\n(I)\npublic debt securities of the United States,\n\n(II)\nobligations of a State or local government which are not in default as to principal or interest, and\n\n(III)\ntime or demand deposits in a bank (as defined in section 581) or an insured credit union (within the meaning of section 101(7) of the Federal Credit Union Act, 12 U.S.C. 1752(7)) located in the United States.\n\n(iii)\nThe term “miner” has the same meaning as such term has when used in section 402(d) of the Black Lung Benefits Act (30 U.S.C. 902(d)).\n\n(iv)\nThe term “incidental expenses” includes legal, accounting, actuarial, and trustee expenses.\n\n(22) A trust created or organized in the United States and established in writing by the plan sponsors of multiemployer plans if—\n(A) the purpose of such trust is exclu­sively—\n(i)\nto pay any amount described in section 4223(c) or (h) of the Employee Retirement Income Security Act of 1974, and\n\n(ii)\nto pay reasonable and necessary administrative expenses in connection with the establishment and operation of the trust and the processing of claims against the trust,\n\n(B) no part of the assets of the trust may be used for, or diverted to, any purpose other than—\n(i)\nthe purposes described in subparagraph (A), or\n\n(ii)\nthe investment in securities, obligations, or time or demand deposits described in clause (ii) of paragraph (21)(D),\n\n(C)\nsuch trust meets the requirements of paragraphs (2), (3), and (4) of section 4223(b), 4223(h), or, if applicable, section 4223(c) of the Employee Retirement Income Security Act of 1974, and\n\n(D)\nthe trust instrument provides that, on dissolution of the trust, assets of the trust may not be paid other than to plans which have participated in the plan or, in the case of a trust established under section 4223(h) of such Act, to plans with respect to which employers have participated in the fund.\n\n(23)\nAny association organized before 1880 more than 75 percent of the members of which are present or past members of the Armed Forces and a principal purpose of which is to provide insurance and other benefits to veterans or their dependents.\n\n(24)\nA trust described in section 4049 of the Employee Retirement Income Security Act of 1974 (as in effect on the date of the enactment of the Single-Employer Pension Plan Amendments Act of 1986).\n\n(25)\n(A) Any corporation or trust which—\n(i)\nhas no more than 35 shareholders or beneficiaries,\n\n(ii)\nhas only 1 class of stock or beneficial interest, and\n\n(iii) is organized for the exclusive purposes of—\n(I)\nacquiring real property and holding title to, and collecting income from, such property, and\n\n(II)\nremitting the entire amount of income from such property (less expenses) to 1 or more organizations described in subparagraph (C) which are shareholders of such corporation or beneficiaries of such trust.\n\nFor purposes of clause (iii), the term “real property” shall not include any interest as a tenant in common (or similar interest) and shall not include any indirect interest.\n\n(B)\nA corporation or trust shall be described in subparagraph (A) without regard to whether the corporation or trust is organized by 1 or more organizations described in subparagraph (C).\n\n(C) An organization is described in this subparagraph if such organization is—\n(i)\na qualified pension, profit sharing, or stock bonus plan that meets the requirements of section 401(a),\n\n(ii)\na governmental plan (within the meaning of section 414(d)),\n\n(iii)\nthe United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, or\n\n(iv)\nany organization described in paragraph (3).\n\n(D) A corporation or trust shall in no event be treated as described in subparagraph (A) unless such corporation or trust permits its shareholders or beneficiaries—\n(i)\nto dismiss the corporation’s or trust’s investment adviser, following reasonable notice, upon a vote of the shareholders or beneficiaries holding a majority of interest in the corporation or trust, and\n\n(ii) to terminate their interest in the corporation or trust by either, or both, of the following alternatives, as determined by the corporation or trust:\n(I)\nby selling or exchanging their stock in the corporation or interest in the trust (subject to any Federal or State securities law) to any organization described in subparagraph (C) so long as the sale or exchange does not increase the number of shareholders or beneficiaries in such corporation or trust above 35, or\n\n(II)\nby having their stock or interest redeemed by the corporation or trust after the shareholder or beneficiary has provided 90 days notice to such corporation or trust.\n\n(E)\n(i) For purposes of this title—\n(I)\na corporation which is a qualified subsidiary shall not be treated as a separate corporation, and\n\n(II)\nall assets, liabilities, and items of income, deduction, and credit of a qualified subsidiary shall be treated as assets, liabilities, and such items (as the case may be) of the corporation or trust described in subparagraph (A).\n\n(ii)\nFor purposes of this subparagraph, the term “qualified subsidiary” means any corporation if, at all times during the period such corporation was in existence, 100 percent of the stock of such corporation is held by the corporation or trust described in subparagraph (A).\n\n(iii)\nFor purposes of this subtitle, if any corporation which was a qualified subsidiary ceases to meet the requirements of clause (ii), such corporation shall be treated as a new corporation acquiring all of its assets (and assuming all of its liabilities) immediately before such cessation from the corporation or trust described in subparagraph (A) in exchange for its stock.\n\n(F)\nFor purposes of subparagraph (A), the term “real property” includes any personal property which is leased under, or in connection with, a lease of real property, but only if the rent attributable to such personal property (determined under the rules of section 856(d)(1)) for the taxable year does not exceed 15 percent of the total rent for the taxable year attributable to both the real and personal property leased under, or in connection with, such lease.\n\n(G)\n(i)\nAn organization shall not be treated as failing to be described in this paragraph merely by reason of the receipt of any otherwise disqualifying income which is incidentally derived from the holding of real property.\n\n(ii)\nClause (i) shall not apply if the amount of gross income described in such clause exceeds 10 percent of the organization’s gross income for the taxable year unless the organization establishes to the satisfaction of the Secretary that the receipt of gross income described in clause (i) in excess of such limitation was inadvertent and reasonable steps are being taken to correct the circumstances giving rise to such income.\n\n(26) Any membership organization if—\n(A) such organization is established by a State exclusively to provide coverage for medical care (as defined in section 213(d)) on a not-for-profit basis to individuals described in subparagraph (B) through—\n(i)\ninsurance issued by the organization, or\n\n(ii)\na health maintenance organization under an arrangement with the organization,\n\n(B) the only individuals receiving such coverage through the organization are individuals—\n(i)\nwho are residents of such State, and\n\n(ii) who, by reason of the existence or history of a medical condition—\n(I)\nare unable to acquire medical care coverage for such condition through insurance or from a health maintenance organization, or\n\n(II)\nare able to acquire such coverage only at a rate which is substantially in excess of the rate for such coverage through the membership organization,\n\n(C)\nthe composition of the membership in such organization is specified by such State, and\n\n(D)\nno part of the net earnings of the organization inures to the benefit of any private shareholder or individual.\n\nA spouse and any qualifying child (as defined in section 24(c)) of an individual described in subparagraph (B) (without regard to this sentence) shall be treated as described in subparagraph (B).\n\n(27)\n(A) Any membership organization if—\n(i)\nsuch organization is established before June 1, 1996, by a State exclusively to reimburse its members for losses arising under workmen’s compensation acts,\n\n(ii) such State requires that the membership of such organization consist of—\n(I)\nall persons who issue insurance covering workmen’s compensation losses in such State, and\n\n(II)\nall persons and governmental entities who self-insure against such losses, and\n\n(iii) such organization operates as a non-profit organization by—\n(I)\nreturning surplus income to its members or workmen’s compensation policyholders on a periodic basis, and\n\n(II)\nreducing initial premiums in anticipation of investment income.\n\n(B) Any organization (including a mutual insurance company) if—\n(i) such organization is created by State law and is organized and operated under State law exclusively to—\n(I)\nprovide workmen’s compensation insurance which is required by State law or with respect to which State law provides significant disincentives if such insurance is not purchased by an employer, and\n\n(II)\nprovide related coverage which is incidental to workmen’s compensation insurance,\n\n(ii)\nsuch organization must provide workmen’s compensation insurance to any employer in the State (for employees in the State or temporarily assigned out-of-State) which seeks such insurance and meets other reasonable requirements relating thereto,\n\n(iii)\n(I)\nthe State makes a financial commitment with respect to such organization either by extending the full faith and credit of the State to the initial debt of such organization or by providing the initial operating capital of such organization, and (II) in the case of periods after the date of enactment of this subparagraph, the assets of such organization revert to the State upon dissolution or State law does not permit the dissolution of such organization, and\n\n(iv)\nthe majority of the board of directors or oversight body of such organization are appointed by the chief executive officer or other executive branch official of the State, by the State legislature, or by both.\n\n(28)\nThe National Railroad Retirement Investment Trust established under section 15(j) of the Railroad Retirement Act of 1974.\n\n(29) CO–OP health insurance issuers.—\n(A) In general.—\nA qualified nonprofit health insurance issuer (within the meaning of section 1322 of the Patient Protection and Affordable Care Act) which has received a loan or grant under the CO–OP program under such section, but only with respect to periods for which the issuer is in compliance with the requirements of such section and any agreement with respect to the loan or grant.\n\n(B) Conditions for exemption.— Subparagraph (A) shall apply to an organization only if—\n(i)\nthe organization has given notice to the Secretary, in such manner as the Secretary may by regulations prescribe, that it is applying for recognition of its status under this paragraph,\n\n(ii)\nexcept as provided in section 1322(c)(4) of the Patient Protection and Affordable Care Act, no part of the net earnings of which inures to the benefit of any private shareholder or individual,\n\n(iii)\nno substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, and\n\n(iv)\nthe organization does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.\n\n(d) Religious and apostolic organizations\n\nThe following organizations are referred to in subsection (a): Religious or apostolic associations or corporations, if such associations or corporations have a common treasury or community treasury, even if such associations or corporations engage in business for the common benefit of the members, but only if the members thereof include (at the time of filing their returns) in their gross income their entire pro rata shares, whether distributed or not, of the taxable income of the association or corporation for such year. Any amount so included in the gross income of a member shall be treated as a dividend received.\n\n(e) Cooperative hospital service organizations For purposes of this title, an organization shall be treated as an organization organized and operated exclusively for charitable purposes, if—\n(1) such organization is organized and operated solely—\n(A)\nto perform, on a centralized basis, one or more of the following services which, if performed on its own behalf by a hospital which is an organization described in subsection (c)(3) and exempt from taxation under subsection (a), would constitute activities in exercising or performing the purpose or function constituting the basis for its exemption: data processing, purchasing (including the purchasing of insurance on a group basis), warehousing, billing and collection (including the purchase of patron accounts receivable on a recourse basis), food, clinical, industrial engineering, laboratory, printing, communications, record center, and personnel (including selection, testing, training, and education of personnel) services; and\n\n(B) to perform such services solely for two or more hospitals each of which is—\n(i)\nan organization described in subsection (c)(3) which is exempt from taxation under subsection (a),\n\n(ii)\na constituent part of an organization described in subsection (c)(3) which is exempt from taxation under subsection (a) and which, if organized and operated as a separate entity, would constitute an organization described in subsection (c)(3), or\n\n(iii)\nowned and operated by the United States, a State, the District of Columbia, or a possession of the United States, or a political subdivision or an agency or instrumentality of any of the foregoing;\n\n(2)\nsuch organization is organized and operated on a cooperative basis and allocates or pays, within 8½ months after the close of its taxable year, all net earnings to patrons on the basis of services performed for them; and\n\n(3)\nif such organization has capital stock, all of such stock outstanding is owned by its patrons.\n\nFor purposes of this title, any organization which, by reason of the preceding sentence, is an organization described in subsection (c)(3) and exempt from taxation under subsection (a), shall be treated as a hospital and as an organization referred to in section 170(b)(1)(A)(iii).\n\n(f) Cooperative service organizations of operating educational organizations For purposes of this title, if an organization is—\n(1)\norganized and operated solely to hold, commingle, and collectively invest and reinvest (including arranging for and supervising the performance by independent contractors of investment services related thereto) in stocks and securities, the moneys contributed thereto by each of the members of such organization, and to collect income therefrom and turn over the entire amount thereof, less expenses, to such members,\n\n(2)\norganized and controlled by one or more such members, and\n\n(3) comprised solely of members that are organizations described in clause (ii) or (iv) of section 170(b)(1)(A)—\n(A)\nwhich are exempt from taxation under subsection (a), or\n\n(B)\nthe income of which is excluded from taxation under section 115,\n\nthen such organization shall be treated as an organization organized and operated exclusively for charitable purposes.\n\n(g) Definition of agricultural\n\nFor purposes of subsection (c)(5), the term “agricultural” includes the art or science of cultivating land, harvesting crops or aquatic resources, or raising livestock.\n\n(h) Expenditures by public charities to influence legislation\n(1) General rule In the case of an organization to which this subsection applies, exemption from taxation under subsection (a) shall be denied because a substantial part of the activities of such organization consists of carrying on propaganda, or otherwise attempting, to influence legislation, but only if such organization normally—\n(A)\nmakes lobbying expenditures in excess of the lobbying ceiling amount for such organization for each taxable year, or\n\n(B)\nmakes grass roots expenditures in excess of the grass roots ceiling amount for such organization for each taxable year.\n\n(2) Definitions For purposes of this subsection—\n(A) Lobbying expenditures\n\nThe term “lobbying expenditures” means expenditures for the purpose of influencing legislation (as defined in section 4911(d)).\n\n(B) Lobbying ceiling amount\n\nThe lobbying ceiling amount for any organization for any taxable year is 150 percent of the lobbying nontaxable amount for such organization for such taxable year, determined under section 4911.\n\n(C) Grass roots expenditures\n\nThe term “grass roots expenditures” means expenditures for the purpose of influencing legislation (as defined in section 4911(d) without regard to paragraph (1)(B) thereof).\n\n(D) Grass roots ceiling amount\n\nThe grass roots ceiling amount for any organization for any taxable year is 150 percent of the grass roots nontaxable amount for such organization for such taxable year, determined under section 4911.\n\n(3) Organizations to which this subsection applies This subsection shall apply to any organization which has elected (in such manner and at such time as the Secretary may prescribe) to have the provisions of this subsection apply to such organization and which, for the taxable year which includes the date the election is made, is described in subsection (c)(3) and—\n(A)\nis described in paragraph (4), and\n\n(B)\nis not a disqualified organization under paragraph (5).\n\n(4) Organizations permitted to elect to have this subsection apply An organization is described in this paragraph if it is described in—\n(A)\nsection 170(b)(1)(A)(ii) (relating to educational institutions),\n\n(B)\nsection 170(b)(1)(A)(iii) (relating to hospitals and medical research organizations),\n\n(C)\nsection 170(b)(1)(A)(iv) (relating to organizations supporting government schools),\n\n(D)\nsection 170(b)(1)(A)(vi) (relating to organizations publicly supported by charitable contributions),\n\n(E)\nsection 170(b)(1)(A)(ix) (relating to agricultural research organizations),\n\n(F)\nsection 509(a)(2) (relating to organizations publicly supported by admissions, sales, etc.), or\n\n(G)\nsection 509(a)(3) (relating to organizations supporting certain types of public charities) except that for purposes of this subparagraph, section 509(a)(3) shall be applied without regard to the last sentence of section 509(a).\n\n(5) Disqualified organizations For purposes of paragraph (3) an organization is a disqualified organization if it is—\n(A)\ndescribed in section 170(b)(1)(A)(i) (relating to churches),\n\n(B)\nan integrated auxiliary of a church or of a convention or association of churches, or\n\n(C)\na member of an affiliated group of organizations (within the meaning of section 4911(f)(2)) if one or more members of such group is described in subparagraph (A) or (B).\n\n(6) Years for which election is effective An election by an organization under this subsection shall be effective for all taxable years of such organization which—\n(A)\nend after the date the election is made, and\n\n(B)\nbegin before the date the election is revoked by such organization (under regulations prescribed by the Secretary).\n\n(7) No effect on certain organizations With respect to any organization for a taxable year for which—\n(A)\nsuch organization is a disqualified organization (within the meaning of paragraph (5)), or\n\n(B)\nan election under this subsection is not in effect for such organization,\n\nnothing in this subsection or in section 4911 shall be construed to affect the interpretation of the phrase, “no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation,” under subsection (c)(3).\n\n(8) Affiliated organizations\n\nFor rules regarding affiliated organizations, see section 4911(f).\n\n(i) Prohibition of discrimination by certain social clubs Notwithstanding subsection (a), an organization which is described in subsection (c)(7) shall not be exempt from taxation under subsection (a) for any taxable year if, at any time during such taxable year, the charter, bylaws, or other governing instrument, of such organization or any written policy statement of such organization contains a provision which provides for discrimination against any person on the basis of race, color, or religion. The preceding sentence to the extent it relates to discrimination on the basis of religion shall not apply to—\n(1) an auxiliary of a fraternal beneficiary society if such society—\n(A)\nis described in subsection (c)(8) and exempt from tax under subsection (a), and\n\n(B)\nlimits its membership to the members of a particular religion, or\n\n(2)\na club which in good faith limits its membership to the members of a particular religion in order to further the teachings or principles of that religion, and not to exclude individuals of a particular race or color.\n\n(j) Special rules for certain amateur sports organizations\n(1) In general In the case of a qualified amateur sports organization—\n(A)\nthe requirement of subsection (c)(3) that no part of its activities involve the provision of athletic facilities or equipment shall not apply, and\n\n(B)\nsuch organization shall not fail to meet the requirements of subsection (c)(3) merely because its membership is local or regional in nature.\n\n(2) Qualified amateur sports organization defined\n\nFor purposes of this subsection, the term “qualified amateur sports organization” means any organization organized and operated exclusively to foster national or international amateur sports competition if such organization is also organized and operated primarily to conduct national or international competition in sports or to support and develop amateur athletes for national or international competition in sports.\n\n(k) Treatment of certain organizations providing child care For purposes of subsection (c)(3) of this section and sections 170(c)(2), 2055(a)(2), and 2522(a)(2), the term “educational purposes” includes the providing of care of children away from their homes if—\n(1)\nsubstantially all of the care provided by the organization is for purposes of enabling individuals to be gainfully employed, and\n\n(2)\nthe services provided by the organization are available to the general public.\n\n(l) Government corporations exempt under subsection (c)(1) For purposes of subsection (c)(1), the following organizations are described in this subsection:\n(1)\nThe Central Liquidity Facility established under title III of the Federal Credit Union Act (12 U.S.C. 1795 et seq.).\n\n(2)\nThe Resolution Trust Corporation established under section 21A 1 of the Federal Home Loan Bank Act.\n\n(3)\nThe Resolution Funding Corporation established under section 21B of the Federal Home Loan Bank Act.\n\n(4)\nThe Patient-Centered Outcomes Research Institute established under section 1181(b) of the Social Security Act.\n\n(m) Certain organizations providing commercial-type insurance not exempt from tax\n(1) Denial of tax exemption where providing commercial-type insurance is substantial part of activities\n\nAn organization described in paragraph (3) or (4) of subsection (c) shall be exempt from tax under subsection (a) only if no substantial part of its activities consists of providing commercial-type insurance.\n\n(2) Other organizations taxed as insurance companies on insurance business In the case of an organization described in paragraph (3) or (4) of subsection (c) which is exempt from tax under subsection (a) after the application of paragraph (1) of this subsection—\n(A)\nthe activity of providing commercial-type insurance shall be treated as an unrelated trade or business (as defined in section 513), and\n\n(B)\nin lieu of the tax imposed by section 511 with respect to such activity, such organization shall be treated as an insurance company for purposes of applying subchapter L with respect to such activity.\n\n(3) Commercial-type insurance For purposes of this subsection, the term “commercial-type insurance” shall not include—\n(A)\ninsurance provided at substantially below cost to a class of charitable recipients,\n\n(B)\nincidental health insurance provided by a health maintenance organization of a kind customarily provided by such organizations,\n\n(C)\nproperty or casualty insurance provided (directly or through an organization described in section 414(e)(3)(B)(ii)) by a church or convention or association of churches for such church or convention or association of churches,\n\n(D)\nproviding retirement or welfare benefits (or both) by a church or a convention or association of churches (directly or through an organization described in section 414(e)(3)(A) or 414(e)(3)(B)(ii)) for the employees (including employees described in section 414(e)(3)(B)) of such church or convention or association of churches or the beneficiaries of such employees, and\n\n(E)\ncharitable gift annuities.\n\n(4) Insurance includes annuities\n\nFor purposes of this subsection, the issuance of annuity contracts shall be treated as providing insurance.\n\n(5) Charitable gift annuity For purposes of paragraph (3)(E), the term “charitable gift annuity” means an annuity if—\n(A)\na portion of the amount paid in connection with the issuance of the annuity is allowable as a deduction under section 170 or 2055, and\n\n(B)\nthe annuity is described in section 514(c)(5) (determined as if any amount paid in cash in connection with such issuance were property).\n\n(n) Charitable risk pools\n(1) In general For purposes of this title—\n(A)\na qualified charitable risk pool shall be treated as an organization organized and operated exclusively for charitable purposes, and\n\n(B)\nsubsection (m) shall not apply to a qualified charitable risk pool.\n\n(2) Qualified charitable risk pool For purposes of this subsection, the term “qualified charitable risk pool” means any organization—\n(A)\nwhich is organized and operated solely to pool insurable risks of its members (other than risks related to medical malpractice) and to provide information to its members with respect to loss control and risk management,\n\n(B)\nwhich is comprised solely of members that are organizations described in subsection (c)(3) and exempt from tax under subsection (a), and\n\n(C)\nwhich meets the organizational requirements of paragraph (3).\n\n(3) Organizational requirements An organization (hereinafter in this subsection referred to as the “risk pool”) meets the organizational requirements of this paragraph if—\n(A)\nsuch risk pool is organized as a nonprofit organization under State law provisions authorizing risk pooling arrangements for charitable organizations,\n\n(B)\nsuch risk pool is exempt from any income tax imposed by the State (or will be so exempt after such pool qualifies as an organization exempt from tax under this title),\n\n(C)\nsuch risk pool has obtained at least $1,000,000 in startup capital from nonmember charitable organizations,\n\n(D)\nsuch risk pool is controlled by a board of directors elected by its members, and\n\n(E) the organizational documents of such risk pool require that—\n(i)\neach member of such pool shall at all times be an organization described in subsection (c)(3) and exempt from tax under subsection (a),\n\n(ii)\nany member which receives a final determination that it no longer qualifies as an organization described in subsection (c)(3) shall immediately notify the pool of such determination and the effective date of such determination, and\n\n(iii)\neach policy of insurance issued by the risk pool shall provide that such policy will not cover the insured with respect to events occurring after the date such final determination was issued to the insured.\n\nAn organization shall not cease to qualify as a qualified charitable risk pool solely by reason of the failure of any of its members to continue to be an organization described in subsection (c)(3) if, within a reasonable period of time after such pool is notified as required under subparagraph (E)(ii), such pool takes such action as may be reasonably necessary to remove such member from such pool.\n\n(4) Other definitions For purposes of this subsection—\n(A) Startup capital\n\nThe term “startup capital” means any capital contributed to, and any program-related investments (within the meaning of section 4944(c)) made in, the risk pool before such pool commences operations.\n\n(B) Nonmember charitable organization\n\nThe term “nonmember charitable organization” means any organization which is described in subsection (c)(3) and exempt from tax under subsection (a) and which is not a member of the risk pool and does not benefit (directly or indirectly) from the insurance coverage provided by the pool to its members.\n\n(o) Treatment of hospitals participating in provider-sponsored organizations\n\nAn organization shall not fail to be treated as organized and operated exclusively for a charitable purpose for purposes of subsection (c)(3) solely because a hospital which is owned and operated by such organization participates in a provider-sponsored organization (as defined in section 1855(d) of the Social Security Act), whether or not the provider-sponsored organization is exempt from tax. For purposes of subsection (c)(3), any person with a material financial interest in such a provider-sponsored organization shall be treated as a private shareholder or individual with respect to the hospital.\n\n(p) Suspension of tax-exempt status of terrorist organizations\n(1) In general\n\nThe exemption from tax under subsection (a) with respect to any organization described in paragraph (2), and the eligibility of any organization described in paragraph (2) to apply for recognition of exemption under subsection (a), shall be suspended during the period described in paragraph (3).\n\n(2) Terrorist organizations An organization is described in this paragraph if such organization is designated or otherwise individually identified—\n(A)\nunder section 212(a)(3)(B)(vi)(II) or 219 of the Immigration and Nationality Act as a terrorist organization or foreign terrorist organization,\n\n(B)\nin or pursuant to an Executive order which is related to terrorism and issued under the authority of the International Emergency Economic Powers Act or section 5 of the United Nations Participation Act of 1945 for the purpose of imposing on such organization an economic or other sanction, or\n\n(C) in or pursuant to an Executive order issued under the authority of any Federal law if—\n(i)\nthe organization is designated or otherwise individually identified in or pursuant to such Executive order as supporting or engaging in terrorist activity (as defined in section 212(a)(3)(B) of the Immigration and Nationality Act) or supporting terrorism (as defined in section 140(d)(2) of the Foreign Relations Authorization Act, Fiscal Years 1988 and 1989); and\n\n(ii)\nsuch Executive order refers to this subsection.\n\n(3) Period of suspension With respect to any organization described in paragraph (2), the period of suspension—\n(A) begins on the later of—\n(i)\nthe date of the first publication of a designation or identification described in paragraph (2) with respect to such organization, or\n\n(ii)\nthe date of the enactment of this subsection, and\n\n(B)\nends on the first date that all designations and identifications described in paragraph (2) with respect to such organization are rescinded pursuant to the law or Executive order under which such designation or identification was made.\n\n(4) Denial of deduction\n\nNo deduction shall be allowed under any provision of this title, including sections 170, 545(b)(2), 642(c), 2055, 2106(a)(2), and 2522, with respect to any contribution to an organization described in paragraph (2) during the period described in paragraph (3).\n\n(5) Denial of administrative or judicial challenge of suspension or denial of deduction\n\nNotwithstanding section 7428 or any other provision of law, no organization or other person may challenge a suspension under paragraph (1), a designation or identification described in paragraph (2), the period of suspension described in paragraph (3), or a denial of a deduction under paragraph (4) in any administrative or judicial proceeding relating to the Federal tax liability of such organization or other person.\n\n(6) Erroneous designation\n(A) In general If—\n(i)\nthe tax exemption of any organization described in paragraph (2) is suspended under paragraph (1),\n\n(ii)\neach designation and identification described in paragraph (2) which has been made with respect to such organization is determined to be erroneous pursuant to the law or Executive order under which such designation or identification was made, and\n\n(iii)\nthe erroneous designations and identifications result in an overpayment of income tax for any taxable year by such organization,\n\ncredit or refund (with interest) with respect to such overpayment shall be made.\n\n(B) Waiver of limitations\n\nIf the credit or refund of any overpayment of tax described in subparagraph (A)(iii) is prevented at any time by the operation of any law or rule of law (including res judicata), such credit or refund may nevertheless be allowed or made if the claim therefor is filed before the close of the 1-year period beginning on the date of the last determination described in subparagraph (A)(ii).\n\n(7) Notice of suspensions\n\nIf the tax exemption of any organization is suspended under this subsection, the Internal Revenue Service shall update the listings of tax-exempt organizations and shall publish appropriate notice to taxpayers of such suspension and of the fact that contributions to such organization are not deductible during the period of such suspension.\n\n(q) Special rules for credit counseling organizations\n(1) In general An organization with respect to which the provision of credit counseling services is a substantial purpose shall not be exempt from tax under subsection (a) unless such organization is described in paragraph (3) or (4) of subsection (c) and such organization is organized and operated in accordance with the following requirements:\n(A) The organization—\n(i)\nprovides credit counseling services tailored to the specific needs and circumstances of consumers,\n\n(ii)\nmakes no loans to debtors (other than loans with no fees or interest) and does not negotiate the making of loans on behalf of debtors,\n\n(iii)\nprovides services for the purpose of improving a consumer’s credit record, credit history, or credit rating only to the extent that such services are incidental to providing credit counseling services, and\n\n(iv)\ndoes not charge any separately stated fee for services for the purpose of improving any consumer’s credit record, credit history, or credit rating.\n\n(B)\nThe organization does not refuse to provide credit counseling services to a consumer due to the inability of the consumer to pay, the ineligibility of the consumer for debt management plan enrollment, or the unwillingness of the consumer to enroll in a debt management plan.\n\n(C) The organization establishes and implements a fee policy which—\n(i)\nrequires that any fees charged to a consumer for services are reasonable,\n\n(ii)\nallows for the waiver of fees if the consumer is unable to pay, and\n\n(iii)\nexcept to the extent allowed by State law, prohibits charging any fee based in whole or in part on a percentage of the consumer’s debt, the consumer’s payments to be made pursuant to a debt management plan, or the projected or actual savings to the consumer resulting from enrolling in a debt management plan.\n\n(D) At all times the organization has a board of directors or other governing body—\n(i)\nwhich is controlled by persons who represent the broad interests of the public, such as public officials acting in their capacities as such, persons having special knowledge or expertise in credit or financial education, and community leaders,\n\n(ii)\nnot more than 20 percent of the voting power of which is vested in persons who are employed by the organization or who will benefit financially, directly or indirectly, from the organization’s activities (other than through the receipt of reasonable directors’ fees or the repayment of consumer debt to creditors other than the credit counseling organization or its affiliates), and\n\n(iii)\nnot more than 49 percent of the voting power of which is vested in persons who are employed by the organization or who will benefit financially, directly or indirectly, from the organization’s activities (other than through the receipt of reasonable directors’ fees).\n\n(E) The organization does not own more than 35 percent of—\n(i)\nthe total combined voting power of any corporation (other than a corporation which is an organization described in subsection (c)(3) and exempt from tax under subsection (a)) which is in the trade or business of lending money, repairing credit, or providing debt management plan services, payment processing, or similar services,\n\n(ii)\nthe profits interest of any partnership (other than a partnership which is an organization described in subsection (c)(3) and exempt from tax under subsection (a)) which is in the trade or business of lending money, repairing credit, or providing debt management plan services, payment processing, or similar services, and\n\n(iii)\nthe beneficial interest of any trust or estate (other than a trust which is an organization described in subsection (c)(3) and exempt from tax under subsection (a)) which is in the trade or business of lending money, repairing credit, or providing debt management plan services, payment processing, or similar services.\n\n(F)\nThe organization receives no amount for providing referrals to others for debt management plan services, and pays no amount to others for obtaining referrals of consumers.\n\n(2) Additional requirements for organizations described in subsection (c)(3)\n(A) In general In addition to the requirements under paragraph (1), an organization with respect to which the provision of credit counseling services is a substantial purpose and which is described in paragraph (3) of subsection (c) shall not be exempt from tax under subsection (a) unless such organization is organized and operated in accordance with the following requirements:\n(i)\nThe organization does not solicit contributions from consumers during the initial counseling process or while the consumer is receiving services from the organization.\n\n(ii)\nThe aggregate revenues of the organization which are from payments of creditors of consumers of the organization and which are attributable to debt management plan services do not exceed the applicable percentage of the total revenues of the organization.\n\n(B) Applicable percentage\n(i) In general\n\nFor purposes of subparagraph (A)(ii), the applicable percentage is 50 percent.\n\n(ii) Transition rule Notwithstanding clause (i), in the case of an organization with respect to which the provision of credit counseling services is a substantial purpose and which is described in paragraph (3) of subsection (c) and exempt from tax under subsection (a) on the date of the enactment of this subsection, the applicable percentage is—\n(I)\n80 percent for the first taxable year of such organization beginning after the date which is 1 year after the date of the enactment of this subsection, and\n\n(II)\n70 percent for the second such taxable year beginning after such date, and\n\n(III)\n60 percent for the third such taxable year beginning after such date.\n\n(3) Additional requirement for organizations described in subsection (c)(4)\n\nIn addition to the requirements under paragraph (1), an organization with respect to which the provision of credit counseling services is a substantial purpose and which is described in paragraph (4) of subsection (c) shall not be exempt from tax under subsection (a) unless such organization notifies the Secretary, in such manner as the Secretary may by regulations prescribe, that it is applying for recognition as a credit counseling organization.\n\n(4) Credit counseling services; debt management plan services For purposes of this subsection—\n(A) Credit counseling services The term “credit counseling services” means—\n(i)\nthe providing of educational information to the general public on budgeting, personal finance, financial literacy, saving and spending practices, and the sound use of consumer credit,\n\n(ii)\nthe assisting of individuals and families with financial problems by providing them with counseling, or\n\n(iii)\na combination of the activities described in clauses (i) and (ii).\n\n(B) Debt management plan services\n\nThe term “debt management plan services” means services related to the repayment, consolidation, or restructuring of a consumer’s debt, and includes the negotiation with creditors of lower interest rates, the waiver or reduction of fees, and the marketing and processing of debt management plans.\n\n(r) Additional requirements for certain hospitals\n(1) In general A hospital organization to which this subsection applies shall not be treated as described in subsection (c)(3) unless the organization—\n(A)\nmeets the community health needs assessment requirements described in paragraph (3),\n\n(B)\nmeets the financial assistance policy requirements described in paragraph (4),\n\n(C)\nmeets the requirements on charges described in paragraph (5), and\n\n(D)\nmeets the billing and collection requirement described in paragraph (6).\n\n(2) Hospital organizations to which subsection applies\n(A) In general This subsection shall apply to—\n(i)\nan organization which operates a facility which is required by a State to be licensed, registered, or similarly recognized as a hospital, and\n\n(ii)\nany other organization which the Secretary determines has the provision of hospital care as its principal function or purpose constituting the basis for its exemption under subsection (c)(3) (determined without regard to this subsection).\n\n(B) Organizations with more than 1 hospital facility If a hospital organization operates more than 1 hospital facility—\n(i)\nthe organization shall meet the requirements of this subsection separately with respect to each such facility, and\n\n(ii)\nthe organization shall not be treated as described in subsection (c)(3) with respect to any such facility for which such requirements are not separately met.\n\n(3) Community health needs assessments\n(A) In general An organization meets the requirements of this paragraph with respect to any taxable year only if the organization—\n(i)\nhas conducted a community health needs assessment which meets the requirements of subparagraph (B) in such taxable year or in either of the 2 taxable years immediately preceding such taxable year, and\n\n(ii)\nhas adopted an implementation strategy to meet the community health needs identified through such assessment.\n\n(B) Community health needs assessment A community health needs assessment meets the requirements of this paragraph if such community health needs assessment—\n(i)\ntakes into account input from persons who represent the broad interests of the community served by the hospital facility, including those with special knowledge of or expertise in public health, and\n\n(ii)\nis made widely available to the public.\n\n(4) Financial assistance policy An organization meets the requirements of this paragraph if the organization establishes the following policies:\n(A) Financial assistance policy A written financial assistance policy which includes—\n(i)\neligibility criteria for financial assistance, and whether such assistance includes free or discounted care,\n\n(ii)\nthe basis for calculating amounts charged to patients,\n\n(iii)\nthe method for applying for financial assistance,\n\n(iv)\nin the case of an organization which does not have a separate billing and collections policy, the actions the organization may take in the event of non-payment, including collections action and reporting to credit agencies, and\n\n(v)\nmeasures to widely publicize the policy within the community to be served by the organization.\n\n(B) Policy relating to emergency medical care\n\nA written policy requiring the organization to provide, without discrimination, care for emergency medical conditions (within the meaning of section 1867 of the Social Security Act (42 U.S.C. 1395dd)) to individuals regardless of their eligibility under the financial assistance policy described in subparagraph (A).\n\n(5) Limitation on charges An organization meets the requirements of this paragraph if the organization—\n(A)\nlimits amounts charged for emergency or other medically necessary care provided to individuals eligible for assistance under the financial assistance policy described in paragraph (4)(A) to not more than the amounts generally billed to individuals who have insurance covering such care, and\n\n(B)\nprohibits the use of gross charges.\n\n(6) Billing and collection requirements\n\nAn organization meets the requirement of this paragraph only if the organization does not engage in extraordinary collection actions before the organization has made reasonable efforts to determine whether the individual is eligible for assistance under the financial assistance policy described in paragraph (4)(A).\n\n(7) Regulatory authority\n\nThe Secretary shall issue such regulations and guidance as may be necessary to carry out the provisions of this subsection, including guidance relating to what constitutes reasonable efforts to determine the eligibility of a patient under a financial assistance policy for purposes of paragraph (6).", - "source_url": "https://www.law.cornell.edu/uscode/text/26/501" - }, - { - "key": "irc:1202", - "heading": "IRC § 1202 — Partial exclusion for gain from certain small business stock (26 U.S.C. § 1202)", - "text": "(a) Exclusion\n(1) In general In the case of a taxpayer other than a corporation, gross income shall not include—\n(A)\nexcept as provided in paragraphs (3) and (4), 50 percent of any gain from the sale or exchange of qualified small business stock acquired on or before the applicable date and held for more than 5 years, and\n\n(B)\nthe applicable percentage of any gain from the sale or exchange of qualified small business stock acquired after the applicable date and held for at least 3 years.\n\n(2) Empowerment zone businesses\n(A) In general\n\nIn the case of qualified small business stock acquired after the date of the enactment of this paragraph in a corporation which is a qualified business entity (as defined in section 1397C(b)) during substantially all of the taxpayer’s holding period for such stock, paragraph (1) shall be applied by substituting “60 percent” for “50 percent”.\n\n(B) Certain rules to apply\n\nRules similar to the rules of paragraphs (5) and (7) of section 1400B(b) (as in effect before its repeal) shall apply for purposes of this paragraph.\n\n(C) Gain after 2018 not qualified\n\nSubparagraph (A) shall not apply to gain attributable to periods after December 31, 2018.\n\n(D) Treatment of DC zone\n\nThe District of Columbia Enterprise Zone shall not be treated as an empowerment zone for purposes of this paragraph.\n\n(3) Special rules for 2009 and certain periods in 2010 In the case of qualified small business stock acquired after the date of the enactment of this paragraph and on or before the date of the enactment of the Creating Small Business Jobs Act of 2010—\n(A)\nparagraph (1)(A) shall be applied by substituting “75 percent” for “50 percent”, and\n\n(B)\nparagraph (2) shall not apply.\n\nIn the case of any stock which would be described in the preceding sentence (but for this sentence), the acquisition date for purposes of this subsection shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.\n\n(4) 100 percent exclusion for stock acquired during certain periods in 2010 and thereafter In the case of qualified small business stock acquired after the date of the enactment of the Creating Small Business Jobs Act of 2010 and on or before the applicable date—\n(A)\nparagraph (1)(A) shall be applied by substituting “100 percent” for “50 percent”,[1]\n\n(B)\nparagraph (2) shall not apply.\n\nIn the case of any stock which would be described in the preceding sentence (but for this sentence), the acquisition date for purposes of this subsection shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.\n\n(5) Applicable percentage\n\nThe applicable percentage under paragraph (1) shall be determined under the following table:\n\nYears stock held:\n\nApplicable\npercentage:\n\n3 years\n\n50%\n\n4 years\n\n75%\n\n5 years or more\n\n100%\n\n(6) Applicable date; acquisition date For purposes of this section—\n(A) Applicable date\n\nThe term “applicable date” means the date of the enactment of this paragraph.\n\n(B) Acquisition date\n\nIn the case of any stock which would (but for this paragraph) be treated as having been acquired before, on, or after the applicable date, whichever is applicable, the acquisition date for purposes of this section shall be the first day on which such stock was held by the taxpayer determined after the application of section 1223.\n\n(b) Per-issuer limitation on taxpayer’s eligible gain\n(1) In general If the taxpayer has eligible gain for the taxable year from 1 or more dispositions of stock issued by any corporation, the aggregate amount of such gain from dispositions of stock issued by such corporation which may be taken into account under subsection (a) for the taxable year shall not exceed the greater of—\n(A)\nthe applicable dollar limit for the taxable year, or\n\n(B)\n10 times the aggregate adjusted bases of qualified small business stock issued by such corporation and disposed of by the taxpayer during the taxable year.\n\nFor purposes of subparagraph (B), the adjusted basis of any stock shall be determined without regard to any addition to basis after the date on which such stock was originally issued.\n\n(2) Eligible gain\n\nFor purposes of this subsection, the term “eligible gain” means any gain from the sale or exchange of qualified small business stock held for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date).\n\n(3) Treatment of married individuals\n(A) Separate returns In the case of a separate return by a married individual for any taxable year—\n(i)\nparagraph (4)(A) shall be applied by substituting “$5,000,000” for “$10,000,000”, and\n\n(ii)\nparagraph (4)(B) shall be applied by substituting one-half of the dollar amount in effect under such paragraph for the taxable year for the amount so in effect.\n\n(B) Allocation of exclusion\n\nIn the case of any joint return, the amount of gain taken into account under subsection (a) shall be allocated equally between the spouses for purposes of applying this subsection to subsequent taxable years.\n\n(C) Marital status\n\nFor purposes of this subsection, marital status shall be determined under section 7703.\n\n(4) [2] Applicable dollar limit For purposes of paragraph (1)(A), the applicable dollar limit for any taxable year with respect to eligible gain from 1 or more dispositions by a taxpayer of qualified business stock of a corporation is—\n(A)\nif such stock was acquired by the taxpayer on or before the applicable date, $10,000,000, reduced by the aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer before, on, or after the applicable date, and\n\n(B) if such stock was acquired by the taxpayer after the applicable date, $15,000,000, reduced by the sum of—\n(i)\nthe aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for prior taxable years and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer before, on, or after the applicable date, plus\n\n(ii)\nthe aggregate amount of eligible gain taken into account by the taxpayer under subsection (a) for the taxable year and attributable to dispositions of stock issued by such corporation and acquired by the taxpayer on or before the applicable date.\n\n(5) Inflation adjustment\n(A) In general In the case of any taxable year beginning after 2026, the $15,000,000 amount in paragraph (4)(B) shall be increased by an amount equal to—\n(i)\nsuch dollar amount, multiplied by\n\n(ii)\nthe cost-of-living adjustment determined under section 1(f)(3) for the calendar year in which the taxable year begins, determined by substituting “calendar year 2025” for “calendar year 2016” in subparagraph (A)(ii) thereof.\n\nIf any increase under this subparagraph is not a multiple of $10,000, such increase shall be rounded to the nearest multiple of $10,000.\n\n(B) No increase once limit reached\n\nIf, for any taxable year, the eligible gain attributable to dispositions of stock issued by a corporation and acquired by the taxpayer after the applicable date exceeds the applicable dollar limit, then notwithstanding any increase under subparagraph (A) for any subsequent taxable year, the applicable dollar limit for such subsequent taxable year shall be zero.\n\n(4) 2 Inflation adjustment In the case of any taxable year beginning after 2026, the $75,000,000 amounts in paragraphs (1)(A) and (1)(B) shall each be increased by an amount equal to—\n(A)\nsuch dollar amount, multiplied by\n\n(B)\nthe cost-of-living adjustment determined under section 1(f)(3) for the calendar year in which the taxable year begins, determined by substituting “calendar year 2025” for “calendar year 2016” in subparagraph (A)(ii) thereof.\n\nIf any increase under this paragraph is not a multiple of $10,000, such increase shall be rounded to the nearest multiple of $10,000.\n\n(c) Qualified small business stock For purposes of this section—\n(1) In general Except as otherwise provided in this section, the term “qualified small business stock” means any stock in a C corporation which is originally issued after the date of the enactment of the Revenue Reconciliation Act of 1993, if—\n(A)\nas of the date of issuance, such corporation is a qualified small business, and\n\n(B) except as provided in subsections (f) and (h), such stock is acquired by the taxpayer at its original issue (directly or through an underwriter)—\n(i)\nin exchange for money or other property (not including stock), or\n\n(ii)\nas compensation for services provided to such corporation (other than services performed as an underwriter of such stock).\n\n(2) Active business requirement; etc.\n(A) In general\n\nStock in a corporation shall not be treated as qualified small business stock unless, during substantially all of the taxpayer’s holding period for such stock, such corporation meets the active business requirements of subsection (e) and such corporation is a C corporation.\n\n(B) Special rule for certain small business investment companies\n(i) Waiver of active business requirement\n\nNotwithstanding any provision of subsection (e), a corporation shall be treated as meeting the active business requirements of such subsection for any period during which such corporation qualifies as a specialized small business investment company.\n\n(ii) Specialized small business investment company\n\nFor purposes of clause (i), the term “specialized small business investment company” means any eligible corporation (as defined in subsection (e)(4)) which is licensed to operate under section 301(d) of the Small Business Investment Act of 1958 (as in effect on May 13, 1993).\n\n(3) Certain purchases by corporation of its own stock\n(A) Redemptions from taxpayer or related person\n\nStock acquired by the taxpayer shall not be treated as qualified small business stock if, at any time during the 4-year period beginning on the date 2 years before the issuance of such stock, the corporation issuing such stock purchased (directly or indirectly) any of its stock from the taxpayer or from a person related (within the meaning of section 267(b) or 707(b)) to the taxpayer.\n\n(B) Significant redemptions\n\nStock issued by a corporation shall not be treated as qualified business stock if, during the 2-year period beginning on the date 1 year before the issuance of such stock, such corporation made 1 or more purchases of its stock with an aggregate value (as of the time of the respective purchases) exceeding 5 percent of the aggregate value of all of its stock as of the beginning of such 2-year period.\n\n(C) Treatment of certain transactions\n\nIf any transaction is treated under section 304(a) as a distribution in redemption of the stock of any corporation, for purposes of subparagraphs (A) and (B), such corporation shall be treated as purchasing an amount of its stock equal to the amount treated as such a distribution under section 304(a).\n\n(d) Qualified small business For purposes of this section—\n(1) In general The term “qualified small business” means any domestic corporation which is a C corporation if—\n(A)\nthe aggregate gross assets of such corporation (or any predecessor thereof) at all times on or after the date of the enactment of the Revenue Reconciliation Act of 1993 and before the issuance did not exceed $75,000,000,\n\n(B)\nthe aggregate gross assets of such corporation immediately after the issuance (determined by taking into account amounts received in the issuance) do not exceed $75,000,000, and\n\n(C)\nsuch corporation agrees to submit such reports to the Secretary and to shareholders as the Secretary may require to carry out the purposes of this section.\n\n(2) Aggregate gross assets\n(A) In general\n\nFor purposes of paragraph (1), the term “aggregate gross assets” means the amount of cash and the aggregate adjusted bases of other property held by the corporation.\n\n(B) Treatment of contributed property\n\nFor purposes of subparagraph (A), the adjusted basis of any property contributed to the corporation (or other property with a basis determined in whole or in part by reference to the adjusted basis of property so contributed) shall be determined as if the basis of the property contributed to the corporation (immediately after such contribution) were equal to its fair market value as of the time of such contribution.\n\n(3) Aggregation rules\n(A) In general\n\nAll corporations which are members of the same parent-subsidiary controlled group shall be treated as 1 corporation for purposes of this subsection.\n\n(B) Parent-subsidiary controlled group For purposes of subparagraph (A), the term “parent-subsidiary controlled group” means any controlled group of corporations as defined in section 1563(a)(1), except that—\n(i)\n“more than 50 percent” shall be substituted for “at least 80 percent” each place it appears in section 1563(a)(1), and\n\n(ii)\nsection 1563(a)(4) shall not apply.\n\n(e) Active business requirement\n(1) In general For purposes of subsection (c)(2), the requirements of this subsection are met by a corporation for any period if during such period—\n(A)\nat least 80 percent (by value) of the assets of such corporation are used by such corporation in the active conduct of 1 or more qualified trades or businesses, and\n\n(B)\nsuch corporation is an eligible corporation.\n\n(2) Special rule for certain activities For purposes of paragraph (1), if, in connection with any future qualified trade or business, a corporation is engaged in—\n(A)\nstart-up activities described in section 195(c)(1)(A),\n\n(B)\nactivities resulting in the payment or incurring of expenditures which are treated as foreign research or experimental expenditures under section 174 or domestic research or experimental expenditures under section 174A, or\n\n(C)\nactivities with respect to in-house research expenses described in section 41(b)(4),\n\nassets used in such activities shall be treated as used in the active conduct of a qualified trade or business. Any determination under this paragraph shall be made without regard to whether a corporation has any gross income from such activities at the time of the determination.\n\n(3) Qualified trade or business For purposes of this subsection, the term “qualified trade or business” means any trade or business other than—\n(A)\nany trade or business involving the performance of services in the fields of health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting, athletics, financial services, brokerage services, or any trade or business where the principal asset of such trade or business is the reputation or skill of 1 or more of its employees,\n\n(B)\nany banking, insurance, financing, leasing, investing, or similar business,\n\n(C)\nany farming business (including the business of raising or harvesting trees),\n\n(D)\nany business involving the production or extraction of products of a character with respect to which a deduction is allowable under section 613 or 613A, and\n\n(E)\nany business of operating a hotel, motel, restaurant, or similar business.\n\n(4) Eligible corporation For purposes of this subsection, the term “eligible corporation” means any domestic corporation; except that such term shall not include—\n(A)\na DISC or former DISC,\n\n(B)\na regulated investment company, real estate investment trust, or REMIC, and\n\n(C)\na cooperative.\n\n(5) Stock in other corporations\n(A) Look-thru in case of subsidiaries\n\nFor purposes of this subsection, stock and debt in any subsidiary corporation shall be disregarded and the parent corporation shall be deemed to own its ratable share of the subsidiary’s assets, and to conduct its ratable share of the subsidiary’s activities.\n\n(B) Portfolio stock or securities\n\nA corporation shall be treated as failing to meet the requirements of paragraph (1) for any period during which more than 10 percent of the value of its assets (in excess of liabilities) consists of stock or securities in other corporations which are not subsidiaries of such corporation (other than assets described in paragraph (6)).\n\n(C) Subsidiary\n\nFor purposes of this paragraph, a corporation shall be considered a subsidiary if the parent owns more than 50 percent of the combined voting power of all classes of stock entitled to vote, or more than 50 percent in value of all outstanding stock, of such corporation.\n\n(6) Working capital For purposes of paragraph (1)(A), any assets which—\n(A)\nare held as a part of the reasonably required working capital needs of a qualified trade or business of the corporation, or\n\n(B)\nare held for investment and are reasonably expected to be used within 2 years to finance research and experimentation in a qualified trade or business or increases in working capital needs of a qualified trade or business,\n\nshall be treated as used in the active conduct of a qualified trade or business. For periods after the corporation has been in existence for at least 2 years, in no event may more than 50 percent of the assets of the corporation qualify as used in the active conduct of a qualified trade or business by reason of this paragraph.\n\n(7) Maximum real estate holdings\n\nA corporation shall not be treated as meeting the requirements of paragraph (1) for any period during which more than 10 percent of the total value of its assets consists of real property which is not used in the active conduct of a qualified trade or business. For purposes of the preceding sentence, the ownership of, dealing in, or renting of real property shall not be treated as the active conduct of a qualified trade or business.\n\n(8) Computer software royalties\n\nFor purposes of paragraph (1), rights to computer software which produces active business computer software royalties (within the meaning of section 543(d)(1)) shall be treated as an asset used in the active conduct of a trade or business.\n\n(f) Stock acquired on conversion of other stock If any stock in a corporation is acquired solely through the conversion of other stock in such corporation which is qualified small business stock in the hands of the taxpayer—\n(1)\nthe stock so acquired shall be treated as qualified small business stock in the hands of the taxpayer, and\n\n(2)\nthe stock so acquired shall be treated as having been held during the period during which the converted stock was held.\n\n(g) Treatment of pass-thru entities\n(1) In general If any amount included in gross income by reason of holding an interest in a pass-thru entity meets the requirements of paragraph (2)—\n(A)\nsuch amount shall be treated as gain described in subsection (a), and\n\n(B)\nfor purposes of applying subsection (b), such amount shall be treated as gain from a disposition of stock in the corporation issuing the stock disposed of by the pass-thru entity and the taxpayer’s proportionate share of the adjusted basis of the pass-thru entity in such stock shall be taken into account.\n\n(2) Requirements An amount meets the requirements of this paragraph if—\n(A)\nsuch amount is attributable to gain on the sale or exchange by the pass-thru entity of stock which is qualified small business stock in the hands of such entity (determined by treating such entity as an individual) and which was held by such entity for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date), and\n\n(B)\nsuch amount is includible in the gross income of the taxpayer by reason of the holding of an interest in such entity which was held by the taxpayer on the date on which such pass-thru entity acquired such stock and at all times thereafter before the disposition of such stock by such pass-thru entity.\n\n(3) Limitation based on interest originally held by taxpayer\n\nParagraph (1) shall not apply to any amount to the extent such amount exceeds the amount to which paragraph (1) would have applied if such amount were determined by reference to the interest the taxpayer held in the pass-thru entity on the date the qualified small business stock was acquired.\n\n(4) Pass-thru entity For purposes of this subsection, the term “pass-thru entity” means—\n(A)\nany partnership,\n\n(B)\nany S corporation,\n\n(C)\nany regulated investment company, and\n\n(D)\nany common trust fund.\n\n(h) Certain tax-free and other transfers For purposes of this section—\n(1) In general In the case of a transfer described in paragraph (2), the transferee shall be treated as—\n(A)\nhaving acquired such stock in the same manner as the transferor, and\n\n(B)\nhaving held such stock during any continuous period immediately preceding the transfer during which it was held (or treated as held under this subsection) by the transferor.\n\n(2) Description of transfers A transfer is described in this subsection if such transfer is—\n(A)\nby gift,\n\n(B)\nat death, or\n\n(C)\nfrom a partnership to a partner of stock with respect to which requirements similar to the requirements of subsection (g) are met at the time of the transfer (without regard to the 5-year holding period requirement).\n\n(3) Certain rules made applicable\n\nRules similar to the rules of section 1244(d)(2) shall apply for purposes of this section.\n\n(4) Incorporations and reorganizations involving nonqualified stock\n(A) In general\n\nIn the case of a transaction described in section 351 or a reorganization described in section 368, if qualified small business stock is exchanged for other stock which would not qualify as qualified small business stock but for this subparagraph, such other stock shall be treated as qualified small business stock acquired on the date on which the exchanged stock was acquired.\n\n(B) Limitation\n\nThis section shall apply to gain from the sale or exchange of stock treated as qualified small business stock by reason of subparagraph (A) only to the extent of the gain which would have been recognized at the time of the transfer described in subparagraph (A) if section 351 or 368 had not applied at such time. The preceding sentence shall not apply if the stock which is treated as qualified small business stock by reason of subparagraph (A) is issued by a corporation which (as of the time of the transfer described in subparagraph (A)) is a qualified small business.\n\n(C) Successive application\n\nFor purposes of this paragraph, stock treated as qualified small business stock under subparagraph (A) shall be so treated for subsequent transactions or reorganizations, except that the limitation of subparagraph (B) shall be applied as of the time of the first transfer to which such limitation applied (determined after the application of the second sentence of subparagraph (B)).\n\n(D) Control test\n\nIn the case of a transaction described in section 351, this paragraph shall apply only if, immediately after the transaction, the corporation issuing the stock owns directly or indirectly stock representing control (within the meaning of section 368(c)) of the corporation whose stock was exchanged.\n\n(i) Basis rules For purposes of this section—\n(1) Stock exchanged for property In the case where the taxpayer transfers property (other than money or stock) to a corporation in exchange for stock in such corporation—\n(A)\nsuch stock shall be treated as having been acquired by the taxpayer on the date of such exchange, and\n\n(B)\nthe basis of such stock in the hands of the taxpayer shall in no event be less than the fair market value of the property exchanged.\n\n(2) Treatment of contributions to capital\n\nIf the adjusted basis of any qualified small business stock is adjusted by reason of any contribution to capital after the date on which such stock was originally issued, in determining the amount of the adjustment by reason of such contribution, the basis of the contributed property shall in no event be treated as less than its fair market value on the date of the contribution.\n\n(j) Treatment of certain short positions\n(1) In general If the taxpayer has an offsetting short position with respect to any qualified small business stock, subsection (a) shall not apply to any gain from the sale or exchange of such stock unless—\n(A)\nsuch stock was held by the taxpayer for at least 3 years (more than 5 years in the case of stock acquired on or before the applicable date) as of the first day on which there was such a short position, and\n\n(B)\nthe taxpayer elects to recognize gain as if such stock were sold on such first day for its fair market value.\n\n(2) Offsetting short position For purposes of paragraph (1), the taxpayer shall be treated as having an offsetting short position with respect to any qualified small business stock if—\n(A)\nthe taxpayer has made a short sale of substantially identical property,\n\n(B)\nthe taxpayer has acquired an option to sell substantially identical property at a fixed price, or\n\n(C)\nto the extent provided in regulations, the taxpayer has entered into any other transaction which substantially reduces the risk of loss from holding such qualified small business stock.\n\nFor purposes of the preceding sentence, any reference to the taxpayer shall be treated as including a reference to any person who is related (within the meaning of section 267(b) or 707(b)) to the taxpayer.\n\n(k) Regulations\n\nThe Secretary shall prescribe such regulations as may be appropriate to carry out the purposes of this section, including regulations to prevent the avoidance of the purposes of this section through split-ups, shell corporations, partnerships, or otherwise.", - "source_url": "https://www.law.cornell.edu/uscode/text/26/1202" - }, - { - "key": "irc:83", - "heading": "IRC § 83 — Property transferred in connection with performance of services (26 U.S.C. § 83)", - "text": "(a) General rule\nIf, in connection with the performance of services, property is transferred to any person other than the person for whom such services are performed, the excess of—\n\n(1)\n\nthe fair market value of such property (determined without regard to any restriction other than a restriction which by its terms will never lapse) at the first time the rights of the person having the beneficial interest in such property are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, over\n\n(2)\n\nthe amount (if any) paid for such property,\n\nshall be included in the gross income of the person who performed such services in the first taxable year in which the rights of the person having the beneficial interest in such property are transferable or are not subject to a substantial risk of forfeiture, whichever is applicable. The preceding sentence shall not apply if such person sells or otherwise disposes of such property in an arm’s length transaction before his rights in such property become transferable or not subject to a substantial risk of forfeiture.\n\n(b) Election to include in gross income in year of transfer\n\n(1) In general\nAny person who performs services in connection with which property is transferred to any person may elect to include in his gross income for the taxable year in which such property is transferred, the excess of—\n\n(A)\n\nthe fair market value of such property at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse), over\n\n(B)\n\nthe amount (if any) paid for such property.\n\nIf such election is made, subsection (a) shall not apply with respect to the transfer of such property, and if such property is subsequently forfeited, no deduction shall be allowed in respect of such forfeiture.\n\n(2) Election\n\nAn election under paragraph (1) with respect to any transfer of property shall be made in such manner as the Secretary prescribes and shall be made not later than 30 days after the date of such transfer. Such election may not be revoked except with the consent of the Secretary.\n\n(c) Special rules\nFor purposes of this section—\n\n(1) Substantial risk of forfeiture\n\nThe rights of a person in property are subject to a substantial risk of forfeiture if such person’s rights to full enjoyment of such property are conditioned upon the future performance of substantial services by any individual.\n\n(2) Transferability of property\n\nThe rights of a person in property are transferable only if the rights in such property of any transferee are not subject to a substantial risk of forfeiture.\n\n(3) Sales which may give rise to suit under section 16(b) of the Securities Exchange Act of 1934\nSo long as the sale of property at a profit could subject a person to suit under section 16(b) of the Securities Exchange Act of 1934, such person’s rights in such property are—\n\n(A)\n\nsubject to a substantial risk of forfeiture, and\n\n(B)\n\nnot transferable.\n\n(4)\n\nFor purposes of determining an individual’s basis in property transferred in connection with the performance of services, rules similar to the rules of section 72(w) shall apply.\n\n(d) Certain restrictions which will never lapse\n\n(1) Valuation\n\nIn the case of property subject to a restriction which by its terms will never lapse, and which allows the transferee to sell such property only at a price determined under a formula, the price so determined shall be deemed to be the fair market value of the property unless established to the contrary by the Secretary, and the burden of proof shall be on the Secretary with respect to such value.\n\n(2) Cancellation\nIf, in the case of property subject to a restriction which by its terms will never lapse, the restriction is canceled, then, unless the taxpayer establishes—\n\n(A)\n\nthat such cancellation was not compensatory, and\n\n(B)\n\nthat the person, if any, who would be allowed a deduction if the cancellation were treated as compensatory, will treat the transaction as not compensatory, as evidenced in such manner as the Secretary shall prescribe by regulations,\n\nthe excess of the fair market value of the property (computed without regard to the restrictions) at the time of cancellation over the sum of—\n\n(C)\n\nthe fair market value of such property (computed by taking the restriction into account) immediately before the cancellation, and\n\n(D)\n\nthe amount, if any, paid for the cancellation,\n\nshall be treated as compensation for the taxable year in which such cancellation occurs.\n\n(e) Applicability of section\nThis section shall not apply to—\n\n(1)\n\na transaction to which section 421 applies,\n\n(2)\n\na transfer to or from a trust described in section 401(a) or a transfer under an annuity plan which meets the requirements of section 404(a)(2),\n\n(3)\n\nthe transfer of an option without a readily ascertainable fair market value,\n\n(4)\n\nthe transfer of property pursuant to the exercise of an option with a readily ascertainable fair market value at the date of grant, or\n\n(5)\n\ngroup-term life insurance to which section 79 applies.\n\n(f) Holding period\n\nIn determining the period for which the taxpayer has held property to which subsection (a) applies, there shall be included only the period beginning at the first time his rights in such property are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier.\n\n(g) Certain exchanges\nIf property to which subsection (a) applies is exchanged for property subject to restrictions and conditions substantially similar to those to which the property given in such exchange was subject, and if section 354, 355, 356, or 1036 (or so much of section 1031 as relates to section 1036) applied to such exchange, or if such exchange was pursuant to the exercise of a conversion privilege—\n\n(1)\n\nsuch exchange shall be disregarded for purposes of subsection (a), and\n\n(2)\n\nthe property received shall be treated as property to which subsection (a) applies.\n\n(h) Deduction by employer\n\nIn the case of a transfer of property to which this section applies or a cancellation of a restriction described in subsection (d), there shall be allowed as a deduction under section 162, to the person for whom were performed the services in connection with which such property was transferred, an amount equal to the amount included under subsection (a), (b), or (d)(2) in the gross income of the person who performed such services. Such deduction shall be allowed for the taxable year of such person in which or with which ends the taxable year in which such amount is included in the gross income of the person who performed such services.\n\n(i) Qualified equity grants\n\n(1) In general\nFor purposes of this subtitle—\n\n(A) Timing of inclusion\n\nIf qualified stock is transferred to a qualified employee who makes an election with respect to such stock under this subsection, subsection (a) shall be applied by including the amount determined under such subsection with respect to such stock in income of the employee in the taxable year determined under subparagraph (B) in lieu of the taxable year described in subsection (a).\n\n(B) Taxable year determined\nThe taxable year determined under this subparagraph is the taxable year of the employee which includes the earliest of—\n\n(i)\n\nthe first date such qualified stock becomes transferable (including, solely for purposes of this clause, becoming transferable to the employer),\n\n(ii)\n\nthe date the employee first becomes an excluded employee,\n\n(iii)\n\nthe first date on which any stock of the corporation which issued the qualified stock becomes readily tradable on an established securities market (as determined by the Secretary, but not including any market unless such market is recognized as an established securities market by the Secretary for purposes of a provision of this title other than this subsection),\n\n(iv)\n\nthe date that is 5 years after the first date the rights of the employee in such stock are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, or\n\n(v)\n\nthe date on which the employee revokes (at such time and in such manner as the Secretary provides) the election under this subsection with respect to such stock.\n\n(2) Qualified stock\n\n(A) In general\nFor purposes of this subsection, the term “qualified stock” means, with respect to any qualified employee, any stock in a corporation which is the employer of such employee, if—\n\n(i)\nsuch stock is received—\n\n(I)\n\nin connection with the exercise of an option, or\n\n(II)\n\nin settlement of a restricted stock unit, and\n\n(ii)\nsuch option or restricted stock unit was granted by the corporation—\n\n(I)\n\nin connection with the performance of services as an employee, and\n\n(II)\n\nduring a calendar year in which such corporation was an eligible corporation.\n\n(B) Limitation\n\nThe term “qualified stock” shall not include any stock if the employee may sell such stock to, or otherwise receive cash in lieu of stock from, the corporation at the time that the rights of the employee in such stock first become transferable or not subject to a substantial risk of forfeiture.\n\n(C) Eligible corporation\nFor purposes of subparagraph (A)(ii)(II)—\n\n(i) In general\nThe term “eligible corporation” means, with respect to any calendar year, any corporation if—\n\n(I)\n\nno stock of such corporation (or any predecessor of such corporation) is readily tradable on an established securities market (as determined under paragraph (1)(B)(iii)) during any preceding calendar year, and\n\n(II)\n\nsuch corporation has a written plan under which, in such calendar year, not less than 80 percent of all employees who provide services to such corporation in the United States (or any possession of the United States) are granted stock options, or are granted restricted stock units, with the same rights and privileges to receive qualified stock.\n\n(ii) Same rights and privileges\nFor purposes of clause (i)(II)—\n\n(I)\n\nexcept as provided in subclauses (II) and (III), the determination of rights and privileges with respect to stock shall be made in a similar manner as under section 423(b)(5),\n\n(II)\n\nemployees shall not fail to be treated as having the same rights and privileges to receive qualified stock solely because the number of shares available to all employees is not equal in amount, so long as the number of shares available to each employee is more than a de minimis amount, and\n\n(III)\n\nrights and privileges with respect to the exercise of an option shall not be treated as the same as rights and privileges with respect to the settlement of a restricted stock unit.\n\n(iii) Employee\n\nFor purposes of clause (i)(II), the term “employee” shall not include any employee described in section 4980E(d)(4) or any excluded employee.\n\n(iv) Special rule for calendar years before 2018\n\nIn the case of any calendar year beginning before January 1, 2018, clause (i)(II) shall be applied without regard to whether the rights and privileges with respect to the qualified stock are the same.\n\n(3) Qualified employee; excluded employee\nFor purposes of this subsection—\n\n(A) In general\nThe term “qualified employee” means any individual who—\n\n(i)\n\nis not an excluded employee, and\n\n(ii)\n\nagrees in the election made under this subsection to meet such requirements as are determined by the Secretary to be necessary to ensure that the withholding requirements of the corporation under chapter 24 with respect to the qualified stock are met.\n\n(B) Excluded employee\nThe term “excluded employee” means, with respect to any corporation, any individual—\n\n(i)\n\nwho is a 1-percent owner (within the meaning of section 416(i)(1)(B)(ii)) at any time during the calendar year or who was such a 1 percent owner at any time during the 10 preceding calendar years,\n\n(ii)\nwho is or has been at any prior time—\n\n(I)\n\nthe chief executive officer of such corporation or an individual acting in such a capacity, or\n\n(II)\n\nthe chief financial officer of such corporation or an individual acting in such a capacity,\n\n(iii)\n\nwho bears a relationship described in section 318(a)(1) to any individual described in subclause (I) or (II) of clause (ii), or\n\n(iv)\n\nwho is one of the 4 highest compensated officers of such corporation for the taxable year, or was one of the 4 highest compensated officers of such corporation for any of the 10 preceding taxable years, determined with respect to each such taxable year on the basis of the shareholder disclosure rules for compensation under the Securities Exchange Act of 1934 (as if such rules applied to such corporation).\n\n(4) Election\n\n(A) Time for making election\n\nAn election with respect to qualified stock shall be made under this subsection no later than 30 days after the first date the rights of the employee in such stock are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, and shall be made in a manner similar to the manner in which an election is made under subsection (b).\n\n(B) Limitations\nNo election may be made under this section with respect to any qualified stock if—\n\n(i)\n\nthe qualified employee has made an election under subsection (b) with respect to such qualified stock,\n\n(ii)\n\nany stock of the corporation which issued the qualified stock is readily tradable on an established securities market (as determined under paragraph (1)(B)(iii)) at any time before the election is made, or\n\n(iii)\nsuch corporation purchased any of its outstanding stock in the calendar year preceding the calendar year which includes the first date the rights of the employee in such stock are transferable or are not subject to a substantial risk of forfeiture, unless—\n\n(I)\n\nnot less than 25 percent of the total dollar amount of the stock so purchased is deferral stock, and\n\n(II)\n\nthe determination of which individuals from whom deferral stock is purchased is made on a reasonable basis.\n\n(C) Definitions and special rules related to limitation on stock redemptions\n\n(i) Deferral stock\n\nFor purposes of this paragraph, the term “deferral stock” means stock with respect to which an election is in effect under this subsection.\n\n(ii) Deferral stock with respect to any individual not taken into account if individual holds deferral stock with longer deferral period\n\nStock purchased by a corporation from any individual shall not be treated as deferral stock for purposes of subparagraph (B)(iii) if such individual (immediately after such purchase) holds any deferral stock with respect to which an election has been in effect under this subsection for a longer period than the election with respect to the stock so purchased.\n\n(iii) Purchase of all outstanding deferral stock\n\nThe requirements of subclauses (I) and (II) of subparagraph (B)(iii) shall be treated as met if the stock so purchased includes all of the corporation’s outstanding deferral stock.\n\n(iv) Reporting\n\nAny corporation which has outstanding deferral stock as of the beginning of any calendar year and which purchases any of its outstanding stock during such calendar year shall include on its return of tax for the taxable year in which, or with which, such calendar year ends the total dollar amount of its outstanding stock so purchased during such calendar year and such other information as the Secretary requires for purposes of administering this paragraph.\n\n(5) Controlled groups\n\nFor purposes of this subsection, all persons treated as a single employer under section 414(b) shall be treated as 1 corporation.\n\n(6) Notice requirement\nAny corporation which transfers qualified stock to a qualified employee shall, at the time that (or a reasonable period before) an amount attributable to such stock would (but for this subsection) first be includible in the gross income of such employee—\n\n(A)\n\ncertify to such employee that such stock is qualified stock, and\n\n(B)\nnotify such employee—\n\n(i)\n\nthat the employee may be eligible to elect to defer income on such stock under this subsection, and\n\n(ii)\nthat, if the employee makes such an election—\n\n(I)\n\nthe amount of income recognized at the end of the deferral period will be based on the value of the stock at the time at which the rights of the employee in such stock first become transferable or not subject to substantial risk of forfeiture, notwithstanding whether the value of the stock has declined during the deferral period,\n\n(II)\n\nthe amount of such income recognized at the end of the deferral period will be subject to withholding under section 3401(i) at the rate determined under section 3402(t), and\n\n(III)\n\nthe responsibilities of the employee (as determined by the Secretary under paragraph (3)(A)(ii)) with respect to such withholding.\n\n(7) Restricted stock units\n\nThis section (other than this subsection), including any election under subsection (b), shall not apply to restricted stock units.", - "source_url": "https://www.law.cornell.edu/uscode/text/26/83" - } - ] -} diff --git a/demo/authority_seeds/sec-rule.json b/demo/authority_seeds/sec-rule.json deleted file mode 100644 index f6ff2625b..000000000 --- a/demo/authority_seeds/sec-rule.json +++ /dev/null @@ -1,85 +0,0 @@ -{ - "corpus_title": "SEC Rules — Securities Offering & Trading (17 C.F.R.)", - "authority": "sec-rule", - "aliases": [], - "sections": [ - { - "key": "sec-rule:504", - "heading": "Rule 504 — Exemption for limited offerings and sales of securities not exceeding $10,000,000 (17 C.F.R. § 230.504)", - "text": "(a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this § 230.504 by an issuer that is not:\n\n(1) Subject to the reporting requirements of section 13 or 15(d) of the Exchange Act,;\n\n(2) An investment company; or\n\n(3) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, shall be exempt from the provision of section 5 of the Act under section 3(b) of the Act.\n\n(b) Conditions to be met—(1) General conditions. To qualify for exemption under this § 230.504, offers and sales must satisfy the terms and conditions of §§ 230.501 and 230.502 (a), (c) and (d), except that the provisions of § 230.502 (c) and (d) will not apply to offers and sales of securities under this § 230.504 that are made:\n\n(i) Exclusively in one or more states that provide for the registration of the securities, and require the public filing and delivery to investors of a substantive disclosure document before sale, and are made in accordance with those state provisions;\n\n(ii) In one or more states that have no provision for the registration of the securities or the public filing or delivery of a disclosure document before sale, if the securities have been registered in at least one state that provides for such registration, public filing and delivery before sale, offers and sales are made in that state in accordance with such provisions, and the disclosure document is delivered before sale to all purchasers (including those in the states that have no such procedure); or\n\n(iii) Exclusively according to state law exemptions from registration that permit general solicitation and general advertising so long as sales are made only to “accredited investors” as defined in § 230.501(a).\n\n(2) Offering limit. The aggregate offering price for an offering of securities under this § 230.504, as defined in § 230.501(c), shall not exceed $10,000,000, less the aggregate offering price for all securities sold within the 12 months before the start of and during the offering of securities under this § 230.504 or in violation of section 5(a) of the Securities Act.\n\nInstruction to paragraph (b)(2): If a transaction under § 230.504 fails to meet the limitation on the aggregate offering price, it does not affect the availability of this § 230.504 for the other transactions considered in applying such limitation. For example, if an issuer sold $10,000,000 of its securities on June 1, 2021, under this § 230.504 and an additional $500,000 of its securities on December 1, 2021, this § 230.504 would not be available for the later sale, but would still be applicable to the June 1, 2021, sale.\n\n(3) Disqualifications. No exemption under this section shall be available for the securities of any issuer if such issuer would be subject to disqualification under § 230.506(d) on or after January 20, 2017; provided that disclosure of prior “bad actor” events shall be required in accordance with § 230.506(e).\n\nInstruction to paragraph (b)(3): For purposes of disclosure of prior “bad actor” events pursuant to § 230.506(e), an issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under this paragraph (b)(3) but occurred before January 20, 2017.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.504" - }, - { - "key": "sec-rule:506", - "heading": "Rule 506 — Exemption for limited offers and sales without regard to dollar amount of offering (17 C.F.R. § 230.506)", - "text": "(a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in paragraph (b) or (c) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(a)(2) of the Act.\n\n(b) Conditions to be met in offerings subject to limitation on manner of offering—(1) General conditions. To qualify for an exemption under this section, offers and sales must satisfy all the terms and conditions of §§ 230.501 and 230.502.\n\n(2) Specific conditions— (i) Limitation on number of purchasers. There are no more than, or the issuer reasonably believes that there are no more than, 35 purchasers of securities from the issuer in offerings under this section in any 90-calendar-day period.\n\nNote 1 to paragraph (b)(2)(i):\n\nSee § 230.501(e) for the calculation of the number of purchasers and § 230.502(a) for what may or may not constitute an offering under paragraph (b) of this section.\n\n(ii) Nature of purchasers. Each purchaser who is not an accredited investor either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within this description.\n\n(c) Conditions to be met in offerings not subject to limitation on manner of offering—(1) General conditions. To qualify for exemption under this section, sales must satisfy all the terms and conditions of §§ 230.501 and 230.502(a) and (d).\n\n(2) Specific conditions—(i) Nature of purchasers. All purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors.\n\n(ii) Verification of accredited investor status. The issuer shall take reasonable steps to verify that purchasers of securities sold in any offering under paragraph (c) of this section are accredited investors. The issuer shall be deemed to take reasonable steps to verify if the issuer uses, at its option, one of the following non-exclusive and non-mandatory methods of verifying that a natural person who purchases securities in such offering is an accredited investor; provided, however, that the issuer does not have knowledge that such person is not an accredited investor:\n\n(A) In regard to whether the purchaser is an accredited investor on the basis of income, reviewing any Internal Revenue Service form that reports the purchaser's income for the two most recent years (including, but not limited to, Form W-2, Form 1099, Schedule K-1 to Form 1065, and Form 1040) and obtaining a written representation from the purchaser that he or she has a reasonable expectation of reaching the income level necessary to qualify as an accredited investor during the current year;\n\n(B) In regard to whether the purchaser is an accredited investor on the basis of net worth, reviewing one or more of the following types of documentation dated within the prior three months and obtaining a written representation from the purchaser that all liabilities necessary to make a determination of net worth have been disclosed:\n\n(1) With respect to assets: Bank statements, brokerage statements and other statements of securities holdings, certificates of deposit, tax assessments, and appraisal reports issued by independent third parties; and\n\n(2) With respect to liabilities: A consumer report from at least one of the nationwide consumer reporting agencies;\n\n(C) Obtaining a written confirmation from one of the following persons or entities that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the prior three months and has determined that such purchaser is an accredited investor:\n\n(1) A registered broker-dealer;\n\n(2) An investment adviser registered with the Securities and Exchange Commission;\n\n(3) A licensed attorney who is in good standing under the laws of the jurisdictions in which he or she is admitted to practice law; or\n\n(4) A certified public accountant who is duly registered and in good standing under the laws of the place of his or her residence or principal office;\n\n(D) In regard to any person who purchased securities in an issuer's Rule 506(b) offering as an accredited investor prior to September 23, 2013 and continues to hold such securities, for the same issuer's Rule 506(c) offering, obtaining a certification by such person at the time of sale that he or she qualifies as an accredited investor; or\n\n(E) In regard to any person that the issuer previously took reasonable steps to verify as an accredited investor in accordance with this paragraph (c)(2)(ii), so long as the issuer is not aware of information to the contrary, obtaining a written representation from such person at the time of sale that he or she qualifies as an accredited investor. A written representation under this method of verification will satisfy the issuer's obligation to verify the person's accredited investor status for a period of five years from the date the person was previously verified as an accredited investor.\n\nInstructions to paragraph (c)(2)(ii): of this section.\n\n1. The issuer is not required to use any of these methods in verifying the accredited investor status of natural persons who are purchasers. These methods are examples of the types of non-exclusive and non-mandatory methods that satisfy the verification requirement in § 230.506(c)(2)(ii).\n\n2. In the case of a person who qualifies as an accredited investor based on joint income with that person's spouse, the issuer would be deemed to satisfy the verification requirement in § 230.506(c)(2)(ii)(A) by reviewing copies of Internal Revenue Service forms that report income for the two most recent years in regard to, and obtaining written representations from, both the person and the spouse.\n\n3. In the case of a person who qualifies as an accredited investor based on joint net worth with that person's spouse, the issuer would be deemed to satisfy the verification requirement in § 230.506(c)(2)(ii)(B) by reviewing such documentation in regard to, and obtaining written representations from, both the person and the spouse.\n\n(d) “Bad Actor” disqualification.\n\n(1) No exemption under this section shall be available for a sale of securities if the issuer; any predecessor of the issuer; any affiliated issuer; any director, executive officer, other officer participating in the offering, general partner or managing member of the issuer; any beneficial owner of 20% or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; any promoter connected with the issuer in any capacity at the time of such sale; any investment manager of an issuer that is a pooled investment fund; any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities; any general partner or managing member of any such investment manager or solicitor; or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor:\n\n(i) Has been convicted, within ten years before such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:\n\n(A) In connection with the purchase or sale of any security;\n\n(B) Involving the making of any false filing with the Commission; or\n\n(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;\n\n(ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before such sale, that, at the time of such sale, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:\n\n(A) In connection with the purchase or sale of any security;\n\n(B) Involving the making of any false filing with the Commission; or\n\n(C) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;\n\n(iii) Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:\n\n(A) At the time of such sale, bars the person from:\n\n(1) Association with an entity regulated by such commission, authority, agency, or officer;\n\n(2) Engaging in the business of securities, insurance or banking; or\n\n(3) Engaging in savings association or credit union activities; or\n\n(B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before such sale;\n\n(iv) Is subject to an order of the Commission entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b) or 78o-4(c)) or section 203(e) or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of such sale:\n\n(A) Suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser;\n\n(B) Places limitations on the activities, functions or operations of such person; or\n\n(C) Bars such person from being associated with any entity or from participating in the offering of any penny stock;\n\n(v) Is subject to any order of the Commission entered within five years before such sale that, at the time of such sale, orders the person to cease and desist from committing or causing a violation or future violation of:\n\n(A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C. 77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, section 15(c)(1) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-6(1)), or any other rule or regulation thereunder; or\n\n(B) Section 5 of the Securities Act of 1933 (15 U.S.C. 77e).\n\n(vi) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;\n\n(vii) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before such sale, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or\n\n(viii) Is subject to a United States Postal Service false representation order entered within five years before such sale, or is, at the time of such sale, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.\n\n(2) Paragraph (d)(1) of this section shall not apply:\n\n(i) With respect to any conviction, order, judgment, decree, suspension, expulsion or bar that occurred or was issued before September 23, 2013;\n\n(ii) Upon a showing of good cause and without prejudice to any other action by the Commission, if the Commission determines that it is not necessary under the circumstances that an exemption be denied;\n\n(iii) If, before the relevant sale, the court or regulatory authority that entered the relevant order, judgment or decree advises in writing (whether contained in the relevant judgment, order or decree or separately to the Commission or its staff) that disqualification under paragraph (d)(1) of this section should not arise as a consequence of such order, judgment or decree; or\n\n(iv) If the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed under paragraph (d)(1) of this section.\n\nInstruction to paragraph (d)(2)(iv). An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.\n\n(3) For purposes of paragraph (d)(1) of this section, events relating to any affiliated issuer that occurred before the affiliation arose will be not considered disqualifying if the affiliated entity is not:\n\n(i) In control of the issuer; or\n\n(ii) Under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.\n\n(e) Disclosure of prior “bad actor” events. The issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under paragraph (d)(1) of this section but occurred before September 23, 2013. The failure to furnish such information timely shall not prevent an issuer from relying on this section if the issuer establishes that it did not know and, in the exercise of reasonable care, could not have known of the existence of the undisclosed matter or matters.\n\nInstruction to paragraph (e). An issuer will not be able to establish that it has exercised reasonable care unless it has made, in light of the circumstances, factual inquiry into whether any disqualifications exist. The nature and scope of the factual inquiry will vary based on the facts and circumstances concerning, among other things, the issuer and the other offering participants.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.506" - }, - { - "key": "sec-rule:144", - "heading": "Rule 144 — Persons deemed not to be engaged in a distribution and therefore not underwriters (17 C.F.R. § 230.144)", - "text": "Preliminary Note:\n\nCertain basic principles are essential to an understanding of the registration requirements in the Securities Act of 1933 (the Act or the Securities Act) and the purposes underlying Rule 144:\n\n1. If any person sells a non-exempt security to any other person, the sale must be registered unless an exemption can be found for the transaction.\n\n2. Section 4(1) of the Securities Act provides one such exemption for a transaction “by a person other than an issuer, underwriter, or dealer.” Therefore, an understanding of the term “underwriter” is important in determining whether or not the Section 4(1) exemption from registration is available for the sale of the securities.\n\nThe term “underwriter” is broadly defined in Section 2(a)(11) of the Securities Act to mean 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. The interpretation of this definition traditionally has focused on the words “with a view to” in the phrase “purchased from an issuer with a view to * * * distribution.” An investment banking firm which arranges with an issuer for the public sale of its securities is clearly an “underwriter” under that section. However, individual investors who are not professionals in the securities business also may be “underwriters” if they act as links in a chain of transactions through which securities move from an issuer to the public.\n\nSince it is difficult to ascertain the mental state of the purchaser at the time of an acquisition of securities, prior to and since the adoption of Rule 144, subsequent acts and circumstances have been considered to determine whether the purchaser took the securities “with a view to distribution” at the time of the acquisition. Emphasis has been placed on factors such as the length of time the person held the securities and whether there has been an unforeseeable change in circumstances of the holder. Experience has shown, however, that reliance upon such factors alone has led to uncertainty in the application of the registration provisions of the Act.\n\nThe Commission adopted Rule 144 to establish specific criteria for determining whether a person is not engaged in a distribution. Rule 144 creates a safe harbor from the Section 2(a)(11) definition of “underwriter.” A person satisfying the applicable conditions of the Rule 144 safe harbor is deemed not to be engaged in a distribution of the securities and therefore not an underwriter of the securities for purposes of Section 2(a)(11). Therefore, such a person is deemed not to be an underwriter when determining whether a sale is eligible for the Section 4(1) exemption for “transactions by any person other than an issuer, underwriter, or dealer.” If a sale of securities complies with all of the applicable conditions of Rule 144:\n\n1. Any affiliate or other person who sells restricted securities will be deemed not to be engaged in a distribution and therefore not an underwriter for that transaction;\n\n2. Any person who sells restricted or other securities on behalf of an affiliate of the issuer will be deemed not to be engaged in a distribution and therefore not an underwriter for that transaction; and\n\n3. The purchaser in such transaction will receive securities that are not restricted securities.\n\nRule 144 is not an exclusive safe harbor. A person who does not meet all of the applicable conditions of Rule 144 still may claim any other available exemption under the Act for the sale of the securities. The Rule 144 safe harbor is not available to any person with respect to any transaction or series of transactions that, although in technical compliance with Rule 144, is part of a plan or scheme to evade the registration requirements of the Act.\n\n(a) Definitions. The following definitions shall apply for the purposes of this section.\n\n(1) An affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.\n\n(2) The term person when used with reference to a person for whose account securities are to be sold in reliance upon this section includes, in addition to such person, all of the following persons:\n\n(i) Any relative or spouse of such person, or any relative of such spouse, any one of whom has the same home as such person;\n\n(ii) Any trust or estate in which such person or any of the persons specified in paragraph (a)(2)(i) of this section collectively own 10 percent or more of the total beneficial interest or of which any of such persons serve as trustee, executor or in any similar capacity; and\n\n(iii) Any corporation or other organization (other than the issuer) in which such person or any of the persons specified in paragraph (a)(2)(i) of this section are the beneficial owners collectively of 10 percent or more of any class of equity securities or 10 percent or more of the equity interest.\n\n(3) The term restricted securities means:\n\n(i) Securities acquired directly or indirectly from the issuer, or from an affiliate of the issuer, in a transaction or chain of transactions not involving any public offering;\n\n(ii) Securities acquired from the issuer that are subject to the resale limitations of § 230.502(d) under Regulation D or § 230.701(c);\n\n(iii) Securities acquired in a transaction or chain of transactions meeting the requirements of § 230.144A;\n\n(iv) Securities acquired from the issuer in a transaction subject to the conditions of Regulation CE (§ 230.1001);\n\n(v) Equity securities of domestic issuers acquired in a transaction or chain of transactions subject to the conditions of § 230.901 or § 230.903 under Regulation S (§ 230.901 through § 230.905, and Preliminary Notes);\n\n(vi) Securities acquired in a transaction made under § 230.801 to the same extent and proportion that the securities held by the security holder of the class with respect to which the rights offering was made were, as of the record date for the rights offering, “restricted securities” within the meaning of this paragraph (a)(3);\n\n(vii) Securities acquired in a transaction made under § 230.802 to the same extent and proportion that the securities that were tendered or exchanged in the exchange offer or business combination were “restricted securities” within the meaning of this paragraph (a)(3); and\n\n(viii) Securities acquired from the issuer in a transaction subject to an exemption under section 4(5) (15 U.S.C. 77d(5)) of the Act.\n\n(4) The term debt securities means:\n\n(i) Any security other than an equity security as defined in § 230.405;\n\n(ii) Non-participatory preferred stock, which is defined as non-convertible capital stock, the holders of which are entitled to a preference in payment of dividends and in distribution of assets on liquidation, dissolution, or winding up of the issuer, but are not entitled to participate in residual earnings or assets of the issuer; and\n\n(iii) Asset-backed securities, as defined in § 229.1101 of this chapter.\n\n(b) Conditions to be met. Subject to paragraph (i) of this section, the following conditions must be met:\n\n(1) Non-affiliates.\n\n(i) If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the Exchange Act), any person who is not an affiliate of the issuer at the time of the sale, and has not been an affiliate during the preceding three months, who sells restricted securities of the issuer for his or her own account shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if all of the conditions of paragraphs (c)(1) and (d) of this section are met. The requirements of paragraph (c)(1) of this section shall not apply to restricted securities sold for the account of a person who is not an affiliate of the issuer at the time of the sale and has not been an affiliate during the preceding three months, provided a period of one year has elapsed since the later of the date the securities were acquired from the issuer or from an affiliate of the issuer.\n\n(ii) If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, any person who is not an affiliate of the issuer at the time of the sale, and has not been an affiliate during the preceding three months, who sells restricted securities of the issuer for his or her own account shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if the condition of paragraph (d) of this section is met.\n\n(2) Affiliates or persons selling on behalf of affiliates. Any affiliate of the issuer, or any person who was an affiliate at any time during the 90 days immediately before the sale, who sells restricted securities, or any person who sells restricted or any other securities for the account of an affiliate of the issuer of such securities, or any person who sells restricted or any other securities for the account of a person who was an affiliate at any time during the 90 days immediately before the sale, shall be deemed not to be an underwriter of those securities within the meaning of section 2(a)(11) of the Act if all of the conditions of this section are met.\n\n(c) Current public information. Adequate current public information with respect to the issuer of the securities must be available. Such information will be deemed to be available only if the applicable condition set forth in this paragraph is met:\n\n(1) Reporting issuers. The issuer is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has:\n\n(i) Filed all required reports under section 13 or 15(d) of the Exchange Act, as applicable, during the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports (§ 249.308 of this chapter); and\n\n(ii) Submitted electronically every Interactive Data File (§ 232.11 of this chapter) required to be submitted pursuant to § 232.405 of this chapter, during the 12 months preceding such sale (or for such shorter period that the issuer was required to submit such files); or\n\n(2) Non-reporting issuers. If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, there is publicly available the information concerning the issuer specified in paragraphs (b)(5)(i)(A) to (N), inclusive, and paragraph (b)(5)(i)(P) of § 240.15c2-11 of this chapter, or, if the issuer is an insurance company, the information specified in section 12(g)(2)(G)(i) of the Exchange Act (15 U.S.C. 78l(g)(2)(G)(i)).\n\nNote to § 230.144(c):\n\nWith respect to paragraph (c)(1), the person can rely upon:\n\n1. A statement in whichever is the most recent report, quarterly or annual, required to be filed and filed by the issuer that such issuer has:\n\na. Filed all reports required under section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports (§ 249.308 of this chapter), and has been subject to such filing requirements for the past 90 days; and\n\nb. Submitted electronically every Interactive Data File (§ 232.11 of this chapter) required to be submitted pursuant to § 232.405 of this chapter, during the preceding 12 months (or for such shorter period that the issuer was required to submit such files); or\n\n2. A written statement from the issuer that it has complied with such reporting or submission requirements.\n\n3. Neither type of statement may be relied upon, however, if the person knows or has reason to believe that the issuer has not complied with such requirements.\n\n(d) Holding period for restricted securities. If the securities sold are restricted securities, the following provisions apply:\n\n(1) General rule.\n\n(i) If the issuer of the securities is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of six months must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities.\n\n(ii) If the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer, or from an affiliate of the issuer, and any resale of such securities in reliance on this section for the account of either the acquiror or any subsequent holder of those securities.\n\n(iii) If the acquiror takes the securities by purchase, the holding period shall not begin until the full purchase price or other consideration is paid or given by the person acquiring the securities from the issuer or from an affiliate of the issuer.\n\n(2) Promissory notes, other obligations or installment contracts. Giving the issuer or affiliate of the issuer from whom the securities were purchased a promissory note or other obligation to pay the purchase price, or entering into an installment purchase contract with such seller, shall not be deemed full payment of the purchase price unless the promissory note, obligation or contract:\n\n(i) Provides for full recourse against the purchaser of the securities;\n\n(ii) Is secured by collateral, other than the securities purchased, having a fair market value at least equal to the purchase price of the securities purchased; and\n\n(iii) Shall have been discharged by payment in full prior to the sale of the securities.\n\n(3) Determination of holding period. The following provisions shall apply for the purpose of determining the period securities have been held:\n\n(i) Stock dividends, splits and recapitalizations. Securities acquired from the issuer as a dividend or pursuant to a stock split, reverse split or recapitalization shall be deemed to have been acquired at the same time as the securities on which the dividend or, if more than one, the initial dividend was paid, the securities involved in the split or reverse split, or the securities surrendered in connection with the recapitalization.\n\n(ii) Conversions and exchanges. If the securities sold were acquired from the issuer solely in exchange for other securities of the same issuer, the newly acquired securities shall be deemed to have been acquired at the same time as the securities surrendered for conversion or exchange, even if the securities surrendered were not convertible or exchangeable by their terms.\n\nNote to § 230.144(d)(3)(ii):\n\nIf the surrendered securities originally did not provide for cashless conversion or exchange by their terms and the holder provided consideration, other than solely securities of the same issuer, in connection with the amendment of the surrendered securities to permit cashless conversion or exchange, then the newly acquired securities shall be deemed to have been acquired at the same time as such amendment to the surrendered securities, so long as, in the conversion or exchange, the securities sold were acquired from the issuer solely in exchange for other securities of the same issuer.\n\n(iii) Contingent issuance of securities. Securities acquired as a contingent payment of the purchase price of an equity interest in a business, or the assets of a business, sold to the issuer or an affiliate of the issuer shall be deemed to have been acquired at the time of such sale if the issuer or affiliate was then committed to issue the securities subject only to conditions other than the payment of further consideration for such securities. An agreement entered into in connection with any such purchase to remain in the employment of, or not to compete with, the issuer or affiliate or the rendering of services pursuant to such agreement shall not be deemed to be the payment of further consideration for such securities.\n\n(iv) Pledged securities. Securities which are bona-fide pledged by an affiliate of the issuer when sold by the pledgee, or by a purchaser, after a default in the obligation secured by the pledge, shall be deemed to have been acquired when they were acquired by the pledgor, except that if the securities were pledged without recourse they shall be deemed to have been acquired by the pledgee at the time of the pledge or by the purchaser at the time of purchase.\n\n(v) Gifts of securities. Securities acquired from an affiliate of the issuer by gift shall be deemed to have been acquired by the donee when they were acquired by the donor.\n\n(vi) Trusts. Where a trust settlor is an affiliate of the issuer, securities acquired from the settlor by the trust, or acquired from the trust by the beneficiaries thereof, shall be deemed to have been acquired when such securities were acquired by the settlor.\n\n(vii) Estates. Where a deceased person was an affiliate of the issuer, securities held by the estate of such person or acquired from such estate by the estate beneficiaries shall be deemed to have been acquired when they were acquired by the deceased person, except that no holding period is required if the estate is not an affiliate of the issuer or if the securities are sold by a beneficiary of the estate who is not such an affiliate.\n\nNote to § 230.1449d)(3)(vi)):\n\nWhile there is no holding period or amount limitation for estates and estate beneficiaries which are not affiliates of the issuer, paragraphs (c) and (h) of this section apply to securities sold by such persons in reliance upon this section.\n\n(viii) Rule 145(a) transactions. The holding period for securities acquired in a transaction specified in § 230.145(a) shall be deemed to commence on the date the securities were acquired by the purchaser in such transaction, except as otherwise provided in paragraphs (d)(3)(ii) and (ix) of this section.\n\n(ix) Holding company formations. Securities acquired from the issuer in a transaction effected solely for the purpose of forming a holding company shall be deemed to have been acquired at the same time as the securities of the predecessor issuer exchanged in the holding company formation where:\n\n(A) The newly formed holding company's securities were issued solely in exchange for the securities of the predecessor company as part of a reorganization of the predecessor company into a holding company structure;\n\n(B) Holders received securities of the same class evidencing the same proportional interest in the holding company as they held in the predecessor, and the rights and interests of the holders of such securities are substantially the same as those they possessed as holders of the predecessor company's securities; and\n\n(C) Immediately following the transaction, the holding company has no significant assets other than securities of the predecessor company and its existing subsidiaries and has substantially the same assets and liabilities on a consolidated basis as the predecessor company had before the transaction.\n\n(x) Cashless exercise of options and warrants. If the securities sold were acquired from the issuer solely upon cashless exercise of options or warrants issued by the issuer, the newly acquired securities shall be deemed to have been acquired at the same time as the exercised options or warrants, even if the options or warrants exercised originally did not provide for cashless exercise by their terms.\n\nNote 1 to § 230.144(d)(3)(x):\n\nIf the options or warrants originally did not provide for cashless exercise by their terms and the holder provided consideration, other than solely securities of the same issuer, in connection with the amendment of the options or warrants to permit cashless exercise, then the newly acquired securities shall be deemed to have been acquired at the same time as such amendment to the options or warrants so long as the exercise itself was cashless.\n\nNote 2 to § 230.144(d)(3)(x):\n\nIf the options or warrants are not purchased for cash or property and do not create any investment risk to the holder, as in the case of employee stock options, the newly acquired securities shall be deemed to have been acquired at the time the options or warrants are exercised, so long as the full purchase price or other consideration for the newly acquired securities has been paid or given by the person acquiring the securities from the issuer or from an affiliate of the issuer at the time of exercise.\n\n(e) Limitation on amount of securities sold. Except as hereinafter provided, the amount of securities sold for the account of an affiliate of the issuer in reliance upon this section shall be determined as follows:\n\n(1) If any securities are sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, the amount of securities sold, together with all sales of securities of the same class sold for the account of such person within the preceding three months, shall not exceed the greatest of:\n\n(i) One percent of the shares or other units of the class outstanding as shown by the most recent report or statement published by the issuer, or\n\n(ii) The average weekly reported volume of trading in such securities on all national securities exchanges and/or reported through the automated quotation system of a registered securities association during the four calendar weeks preceding the filing of notice required by paragraph (h), or if no such notice is required the date of receipt of the order to execute the transaction by the broker or the date of execution of the transaction directly with a market maker, or\n\n(iii) The average weekly volume of trading in such securities reported pursuant to an effective transaction reporting plan or an effective national market system plan as those terms are defined in § 242.600 of this chapter during the four-week period specified in paragraph (e)(1)(ii) of this section.\n\n(2) If the securities sold are debt securities, then the amount of debt securities sold for the account of an affiliate of the issuer, regardless of whether those securities are restricted, shall not exceed the greater of the limitation set forth in paragraph (e)(1) of this section or, together with all sales of securities of the same tranche (or class when the securities are non-participatory preferred stock) sold for the account of such person within the preceding three months, ten percent of the principal amount of the tranche (or class when the securities are non-participatory preferred stock) attributable to the securities sold.\n\n(3) Determination of amount. For the purpose of determining the amount of securities specified in paragraph (e)(1) of this section and, as applicable, paragraph (e)(2) of this section, the following provisions shall apply:\n\n(i) Where both convertible securities and securities of the class into which they are convertible are sold, the amount of convertible securities sold shall be deemed to be the amount of securities of the class into which they are convertible for the purpose of determining the aggregate amount of securities of both classes sold;\n\n(ii) The amount of securities sold for the account of a pledgee of those securities, or for the account of a purchaser of the pledged securities, during any period of three months within six months (or within one year if the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act) after a default in the obligation secured by the pledge, and the amount of securities sold during the same three-month period for the account of the pledgor shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable;\n\nNote to § 230.144(e)(3)(ii):\n\nSales by a pledgee of securities pledged by a borrower will not be aggregated under paragraph (e)(3)(ii) with sales of the securities of the same issuer by other pledgees of such borrower in the absence of concerted action by such pledgees.\n\n(iii) The amount of securities sold for the account of a donee of those securities during any three-month period within six months (or within one year if the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act) after the donation, and the amount of securities sold during the same three-month period for the account of the donor, shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable;\n\n(iv) Where securities were acquired by a trust from the settlor of the trust, the amount of such securities sold for the account of the trust during any three-month period within six months (or within one year if the issuer of the securities is not, or has not been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act) after the acquisition of the securities by the trust, and the amount of securities sold during the same three-month period for the account of the settlor, shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable;\n\n(v) The amount of securities sold for the account of the estate of a deceased person, or for the account of a beneficiary of such estate, during any three-month period and the amount of securities sold during the same three-month period for the account of the deceased person prior to his death shall not exceed, in the aggregate, the amount specified in paragraph (e)(1) or (2) of this section, whichever is applicable: Provided, that no limitation on amount shall apply if the estate or beneficiary of the estate is not an affiliate of the issuer;\n\n(vi) When two or more affiliates or other persons agree to act in concert for the purpose of selling securities of an issuer, all securities of the same class sold for the account of all such persons during any three-month period shall be aggregated for the purpose of determining the limitation on the amount of securities sold;\n\n(vii) The following sales of securities need not be included in determining the amount of securities to be sold in reliance upon this section:\n\n(A) Securities sold pursuant to an effective registration statement under the Act;\n\n(B) Securities sold pursuant to an exemption provided by Regulation A (§ 230.251 through § 230.263) under the Act;\n\n(C) Securities sold in a transaction exempt pursuant to section 4 of the Act (15 U.S.C. 77d) and not involving any public offering; and\n\n(D) Securities sold offshore pursuant to Regulation S (§ 230.901 through § 230.905, and Preliminary Notes) under the Act.\n\n(f) Manner of sale.\n\n(1) The securities shall be sold in one of the following manners:\n\n(i) Brokers' transactions within the meaning of section 4(4) of the Act;\n\n(ii) Transactions directly with a market maker, as that term is defined in section 3(a)(38) of the Exchange Act; or\n\n(iii) Riskless principal transactions where:\n\n(A) The offsetting trades must be executed at the same price (exclusive of an explicitly disclosed markup or markdown, commission equivalent, or other fee);\n\n(B) The transaction is permitted to be reported as riskless under the rules of a self-regulatory organization; and\n\n(C) The requirements of paragraphs (g)(2)(applicable to any markup or markdown, commission equivalent, or other fee), (g)(3), and (g)(4) of this section are met.\n\nNote to § 230.144(f)(1):\n\nFor purposes of this paragraph, a riskless principal transaction means a principal transaction where, after having received from a customer an order to buy, a broker or dealer purchases the security as principal in the market to satisfy the order to buy or, after having received from a customer an order to sell, sells the security as principal to the market to satisfy the order to sell.\n\n(2) The person selling the securities shall not:\n\n(i) Solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction, or\n\n(ii) Make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities.\n\n(3) Paragraph (f) of this section shall not apply to:\n\n(i) Securities sold for the account of the estate of a deceased person or for the account of a beneficiary of such estate provided the estate or estate beneficiary is not an affiliate of the issuer; or\n\n(ii) Debt securities.\n\n(g) Brokers' transactions. The term brokers' transactions in section 4(4) of the Act shall for the purposes of this rule be deemed to include transactions by a broker in which such broker:\n\n(1) Does no more than execute the order or orders to sell the securities as agent for the person for whose account the securities are sold;\n\n(2) Receives no more than the usual and customary broker's commission;\n\n(3) Neither solicits nor arranges for the solicitation of customers' orders to buy the securities in anticipation of or in connection with the transaction; Provided, that the foregoing shall not preclude:\n\n(i) Inquiries by the broker of other brokers or dealers who have indicated an interest in the securities within the preceding 60 days;\n\n(ii) Inquiries by the broker of his customers who have indicated an unsolicited bona fide interest in the securities within the preceding 10 business days;\n\n(iii) The publication by the broker of bid and ask quotations for the security in an inter-dealer quotation system provided that such quotations are incident to the maintenance of a bona fide inter-dealer market for the security for the broker's own account and that the broker has published bona fide bid and ask quotations for the security in an inter-dealer quotation system on each of at least twelve days within the preceding thirty calendar days with no more than four business days in succession without such two-way quotations; or\n\n(iv) The publication by the broker of bid and ask quotations for the security in an alternative trading system, as defined in § 242.300 of this chapter, provided that the broker has published bona fide bid and ask quotations for the security in the alternative trading system on each of the last twelve business days; and\n\nNote to § 230.144(g)(3)(ii):\n\nThe broker should obtain and retain in his files written evidence of indications of bona fide unsolicited interest by his customers in the securities at the time such indications are received.\n\n(4) After reasonable inquiry is not aware of circumstances indicating that the person for whose account the securities are sold is an underwriter with respect to the securities or that the transaction is a part of a distribution of securities of the issuer. Without limiting the foregoing, the broker shall be deemed to be aware of any facts or statements contained in the notice required by paragraph (h) of this section.\n\nNotes:\n\n(i) The broker, for his own protection, should obtain and retain in his files a copy of the notice required by paragraph (h) of this section.\n\n(ii) The reasonable inquiry required by paragraph (g)(3) of this section should include, but not necessarily be limited to, inquiry as to the following matters:\n\n(a) The length of time the securities have been held by the person for whose account they are to be sold. If practicable, the inquiry should include physical inspection of the securities;\n\n(b) The nature of the transaction in which the securities were acquired by such person;\n\n(c) The amount of securities of the same class sold during the past 3 months by all persons whose sales are required to be taken into consideration pursuant to paragraph (e) of this section;\n\n(d) Whether such person intends to sell additional securities of the same class through any other means;\n\n(e) Whether such person has solicited or made any arrangement for the solicitation of buy orders in connection with the proposed sale of securities;\n\n(f) Whether such person has made any payment to any other person in connection with the proposed sale of the securities; and\n\n(g) The number of shares or other units of the class outstanding, or the relevant trading volume.\n\n(h) Notice of proposed sale.\n\n(1) Reporting issuers. If the issuer is, and has been for a period of at least 90 days immediately before the sale, subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and the amount of securities to be sold in reliance upon this rule during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of $50,000, a notice on Form 144 (§ 239.144 of this chapter) shall be filed electronically with the Commission.\n\n(2) Non-reporting issuers. If the issuer is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, and the amount of securities to be sold in reliance upon this rule during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of $50,000, three copies of a notice on Form 144 (§ 239.144 of this chapter) shall be filed with the Commission.\n\n(3) The Form 144 shall be signed by the person for whose account the securities are to be sold and shall be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities in reliance upon this rule or the execution directly with a market maker of such a sale. Neither the filing of such notice nor the failure of the Commission to comment on such notice shall be deemed to preclude the Commission from taking any action that it deems necessary or appropriate with respect to the sale of the securities referred to in such notice. The person filing the notice required by this paragraph shall have a bona fide intention to sell the securities referred to in the notice within a reasonable time after the filing of such notice.\n\n(i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.\n\n(1) This section is not available for the resale of securities initially issued by an issuer defined below:\n\n(i) An issuer, other than a business combination related shell company, as defined in § 230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has:\n\n(A) No or nominal operations; and\n\n(B) Either:\n\n(1) No or nominal assets;\n\n(2) Assets consisting solely of cash and cash equivalents; or\n\n(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; or\n\n(ii) An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).\n\n(2) Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§ 249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.\n\n(3) The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§ 249.210 or § 249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.144" - }, - { - "key": "sec-rule:144a", - "heading": "Rule 144A — Private resales of securities to institutions (17 C.F.R. § 230.144A)", - "text": "Preliminary Notes:\n\n1. This section relates solely to the application of section 5 of the Act and not to antifraud or other provisions of the federal securities laws.\n\n2. Attempted compliance with this section does not act as an exclusive election; any seller hereunder may also claim the availability of any other applicable exemption from the registration requirements of the Act.\n\n3. In view of the objective of this section and the policies underlying the Act, this section is not available with respect to any transaction or series of transactions that, although in technical compliance with this section, is part of a plan or scheme to evade the registration provisions of the Act. In such cases, registration under the Act is required.\n\n4. Nothing in this section obviates the need for any issuer or any other person to comply with the securities registration or broker-dealer registration requirements of the Securities Exchange Act of 1934 (the Exchange Act), whenever such requirements are applicable.\n\n5. Nothing in this section obviates the need for any person to comply with any applicable state law relating to the offer or sale of securities.\n\n6. Securities acquired in a transaction made pursuant to the provisions of this section are deemed to be restricted securities within the meaning of § 230.144(a)(3) of this chapter.\n\n7. The fact that purchasers of securities from the issuer thereof may purchase such securities with a view to reselling such securities pursuant to this section will not affect the availability to such issuer of an exemption under section 4(a)(2) of the Act, or Regulation D under the Act, from the registration requirements of the Act.\n\n(a) Definitions.\n\n(1) For purposes of this section, qualified institutional buyer shall mean:\n\n(i) Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:\n\n(A) Any insurance company as defined in section 2(a)(13) of the Act;\n\nNote:\n\nA purchase by an insurance company for one or more of its separate accounts, as defined by section 2(a)(37) of the Investment Company Act of 1940 (the “Investment Company Act”), which are neither registered under section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company.\n\n(B) Any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;\n\n(C) Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958 or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;\n\n(D) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;\n\n(E) Any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974;\n\n(F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (a)(1)(i) (D) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans.\n\n(G) Any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;\n\n(H) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the Act or a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;\n\n(I) Any investment adviser registered under the Investment Advisers Act; and\n\n(J) Any institutional accredited investor, as defined in rule 501(a) under the Act (17 CFR 230.501(a)), of a type not listed in paragraphs (a)(1)(i)(A) through (I) or paragraphs (a)(1)(ii) through (vi).\n\nNote 1 to paragraph (a)(1)(i)(J):\n\nAn entity seeking qualified institutional buyer status under Rule 144A(a)(1)(i)(J) may be formed for the purpose of acquiring the securities being offered under this section.\n\n(ii) Any dealer registered pursuant to section 15 of the Exchange Act, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, Provided, That securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;\n\n(iii) Any dealer registered pursuant to section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;\n\nNote:\n\nA registered dealer may act as agent, on a non-discretionary basis, in a transaction with a qualified institutional buyer without itself having to be a qualified institutional buyer.\n\n(iv) Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), Provided That, for purposes of this section:\n\n(A) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act [17 CFR 270.18f-2]) shall be deemed to be a separate investment company; and\n\n(B) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);\n\n(v) Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and\n\n(vi) Any bank as defined in section 3(a)(2) of the Act, any savings and loan association or other institution as referenced in section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the Rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.\n\n(2) In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.\n\n(3) The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section.\n\n(4) In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.\n\n(5) For purposes of this section, riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.\n\n(6) For purposes of this section, effective conversion premium means the amount, expressed as a percentage of the security's conversion value, by which the price at issuance of a convertible security exceeds its conversion value.\n\n(7) For purposes of this section, effective exercise premium means the amount, expressed as a percentage of the warrant's exercise value, by which the sum of the price at issuance and the exercise price of a warrant exceeds its exercise value.\n\n(b) Sales by persons other than issuers or dealers. Any person, other than the issuer or a dealer, who offers or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not to be engaged in a distribution of such securities and therefore not to be an underwriter of such securities within the meaning of sections 2(a)(11) and 4(a)(1) of the Act.\n\n(c) Sales by dealers. Any dealer who offers or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not to be a participant in a distribution of such securities within the meaning of section 4(a)(3)(C) of the Act and not to be an underwriter of such securities within the meaning of section 2(a)(11) of the Act, and such securities shall be deemed not to have been offered to the public within the meaning of section 4(a)(3)(A) of the Act.\n\n(d) Conditions to be met. To qualify for exemption under this section, an offer or sale must meet the following conditions:\n\n(1) The securities are sold only to a qualified institutional buyer or to a purchaser that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer. In determining whether a prospective purchaser is a qualified institutional buyer, the seller and any person acting on its behalf shall be entitled to rely upon the following non-exclusive methods of establishing the prospective purchaser's ownership and discretionary investments of securities:\n\n(i) The prospective purchaser's most recent publicly available financial statements, Provided That such statements present the information as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser;\n\n(ii) The most recent publicly available information appearing in documents filed by the prospective purchaser with the Commission or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental agency or self-regulatory organization, Provided That any such information is as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser;\n\n(iii) The most recent publicly available information appearing in a recognized securities manual, Provided That such information is as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or\n\n(iv) A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the purchaser, specifying the amount of securities owned and invested on a discretionary basis by the purchaser as of a specific date on or since the close of the purchaser's most recent fiscal year, or, in the case of a purchaser that is a member of a family of investment companies, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the family of investment companies as of a specific date on or since the close of the purchaser's most recent fiscal year;\n\n(2) The seller and any person acting on its behalf takes reasonable steps to ensure that the purchaser is aware that the seller may rely on the exemption from the provisions of section 5 of the Act provided by this section;\n\n(3) The securities offered or sold:\n\n(i) Were not, when issued, of the same class as securities listed on a national securities exchange registered under section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system; Provided, That securities that are convertible or exchangeable into securities so listed or quoted at the time of issuance and that had an effective conversion premium of less than 10 percent, shall be treated as securities of the class into which they are convertible or exchangeable; and that warrants that may be exercised for securities so listed or quoted at the time of issuance, for a period of less than 3 years from the date of issuance, or that had an effective exercise premium of less than 10 percent, shall be treated as securities of the class to be issued upon exercise; and Provided further, That the Commission may from time to time, taking into account then-existing market practices, designate additional securities and classes of securities that will not be deemed of the same class as securities listed on a national securities exchange or quoted in a U.S. automated inter-dealer quotation system; and\n\n(ii) Are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under section 8 of the Investment Company Act; and\n\n(4)\n\n(i) In the case of securities of an issuer that is neither subject to section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) (§ 240.12g3-2(b) of this chapter) under the Exchange Act, nor a foreign government as defined in Rule 405 (§ 230.405 of this chapter) eligible to register securities under Schedule B of the Act, the holder and a prospective purchaser designated by the holder have the right to obtain from the issuer, upon request of the holder, and the prospective purchaser has received from the issuer, the seller, or a person acting on either of their behalf, at or prior to the time of sale, upon such prospective purchaser's request to the holder or the issuer, the following information (which shall be reasonably current in relation to the date of resale under this section): a very brief statement of the nature of the business of the issuer and the products and services it offers; and the issuer's most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years as the issuer has been in operation (the financial statements should be audited to the extent reasonably available).\n\n(ii) The requirement that the information be reasonably current will be presumed to be satisfied if:\n\n(A) The balance sheet is as of a date less than 16 months before the date of resale, the statements of profit and loss and retained earnings are for the 12 months preceding the date of such balance sheet, and if such balance sheet is not as of a date less than 6 months before the date of resale, it shall be accompanied by additional statements of profit and loss and retained earnings for the period from the date of such balance sheet to a date less than 6 months before the date of resale; and\n\n(B) The statement of the nature of the issuer's business and its products and services offered is as of a date within 12 months prior to the date of resale; or\n\n(C) With regard to foreign private issuers, the required information meets the timing requirements of the issuer's home country or principal trading markets.\n\n(e) Offers and sales of securities pursuant to this section shall be deemed not to affect the availability of any exemption or safe harbor relating to any previous or subsequent offer or sale of such securities by the issuer or any prior or subsequent holder thereof.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.144A" - }, - { - "key": "sec-rule:701", - "heading": "Rule 701 — Exemption for offers and sales of securities pursuant to certain compensatory benefit plans and contracts relating to compensation (17 C.F.R. § 230.701)", - "text": "Preliminary Notes:\n\n1. This section relates to transactions exempted from the registration requirements of section 5 of the Act (15 U.S.C. 77e). These transactions are not exempt from the antifraud, civil liability, or other provisions of the federal securities laws. Issuers and persons acting on their behalf have an obligation to provide investors with disclosure adequate to satisfy the antifraud provisions of the federal securities laws.\n\n2. In addition to complying with this section, the issuer also must comply with any applicable state law relating to the offer and sale of securities.\n\n3. An issuer that attempts to comply with this section, but fails to do so, may claim any other exemption that is available.\n\n4. This section is available only to the issuer of the securities. Affiliates of the issuer may not use this section to offer or sell securities. This section also does not cover resales of securities by any person. This section provides an exemption only for the transactions in which the securities are offered or sold by the issuer, not for the securities themselves.\n\n5. The purpose of this section is to provide an exemption from the registration requirements of the Act for securities issued in compensatory circumstances. This section is not available for plans or schemes to circumvent this purpose, such as to raise capital. This section also is not available to exempt any transaction that is in technical compliance with this section but is part of a plan or scheme to evade the registration provisions of the Act. In any of these cases, registration under the Act is required unless another exemption is available.\n\n(a) Exemption. Offers and sales made in compliance with all of the conditions of this section are exempt from section 5 of the Act (15 U.S.C. 77e).\n\n(b) Issuers eligible to use this section—(1) General. This section is available to any issuer that is not subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78m or 78o(d)) and is not an investment company registered or required to be registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.).\n\n(2) Issuers that become subject to reporting. If an issuer becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) after it has made offers complying with this section, the issuer may nevertheless rely on this section to sell the securities previously offered to the persons to whom those offers were made.\n\n(3) Guarantees by reporting companies. An issuer subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m, 78o(d)) may rely on this section if it is merely guaranteeing the payment of a subsidiary's securities that are sold under this section.\n\n(c) Transactions exempted by this section. This section exempts offers and sales of securities (including plan interests and guarantees pursuant to paragraph (d)(2)(ii) of this section) under a written compensatory benefit plan (or written compensation contract) established by the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent, for the participation of their employees, directors, general partners, trustees (where the issuer is a business trust), officers, or consultants and advisors, and their family members who acquire such securities from such persons through gifts or domestic relations orders. This section exempts offers and sales to former employees, directors, general partners, trustees, officers, consultants and advisors only if such persons were employed by or providing services to the issuer at the time the securities were offered. In addition, the term “employee” includes insurance agents who are exclusive agents of the issuer, its subsidiaries or parents, or derive more than 50% of their annual income from those entities.\n\n(1) Special requirements for consultants and advisors. This section is available to consultants and advisors only if:\n\n(i) They are natural persons;\n\n(ii) They provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent; and\n\n(iii) The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer's securities.\n\n(2) Definition of “compensatory benefit plan.” For purposes of this section, a compensatory benefit plan is any purchase, savings, option, bonus, stock appreciation, profit sharing, thrift, incentive, deferred compensation, pension or similar plan.\n\n(3) Definition of “family member.” For purposes of this section, family member includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the employee's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the employee) control the management of assets, and any other entity in which these persons (or the employee) own more than fifty percent of the voting interests.\n\n(d) Amounts that may be sold—(1) Offers. Any amount of securities may be offered in reliance on this section. However, for purposes of this section, sales of securities underlying options must be counted as sales on the date of the option grant.\n\n(2) Sales. The aggregate sales price or amount of securities sold in reliance on this section during any consecutive 12-month period must not exceed the greatest of the following:\n\n(i) $1,000,000;\n\n(ii) 15% of the total assets of the issuer (or of the issuer's parent if the issuer is a wholly-owned subsidiary and the securities represent obligations that the parent fully and unconditionally guarantees), measured at the issuer's most recent balance sheet date (if no older than its last fiscal year end); or\n\n(iii) 15% of the outstanding amount of the class of securities being offered and sold in reliance on this section, measured at the issuer's most recent balance sheet date (if no older than its last fiscal year end).\n\n(3) Rules for calculating prices and amounts—(i) Aggregate sales price. The term aggregate sales price means the sum of all cash, property, notes, cancellation of debt or other consideration received or to be received by the issuer for the sale of the securities. Non-cash consideration must be valued by reference to bona fide sales of that consideration made within a reasonable time or, in the absence of such sales, on the fair value as determined by an accepted standard. The value of services exchanged for securities issued must be measured by reference to the value of the securities issued. Options must be valued based on the exercise price of the option.\n\n(ii) Time of the calculation. With respect to options to purchase securities, the aggregate sales price is determined when an option grant is made (without regard to when the option becomes exercisable). With respect to other securities, the calculation is made on the date of sale. With respect to deferred compensation or similar plans, the calculation is made when the irrevocable election to defer is made.\n\n(iii) Derivative securities. In calculating outstanding securities for purposes of paragraph (d)(2)(iii) of this section, treat the securities underlying all currently exercisable or convertible options, warrants, rights or other securities, other than those issued under this exemption, as outstanding. In calculating the amount of securities sold for other purposes of paragraph (d)(2) of this section, count the amount of securities that would be acquired upon exercise or conversion in connection with sales of options, warrants, rights or other exercisable or convertible securities, including those to be issued under this exemption.\n\n(iv) Other exemptions. Amounts of securities sold in reliance on this section do not affect “aggregate offering prices” in other exemptions, and amounts of securities sold in reliance on other exemptions do not affect the amount that may be sold in reliance on this section.\n\n(e) Disclosure that must be provided. The issuer must deliver to investors a copy of the compensatory benefit plan or the contract, as applicable. In addition, if the aggregate sales price or amount of securities sold during any consecutive 12-month period exceeds $10 million, the issuer must deliver the following disclosure to investors a reasonable period of time before the date of sale:\n\n(1) If the plan is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) (29 U.S.C. 1104-1107), a copy of the summary plan description required by ERISA;\n\n(2) If the plan is not subject to ERISA, a summary of the material terms of the plan;\n\n(3) Information about the risks associated with investment in the securities sold pursuant to the compensatory benefit plan or compensation contract; and\n\n(4) Financial statements required to be furnished by Part F/S of Form 1-A (Regulation A Offering Statement) (§ 239.90 of this chapter) under Regulation A (§§ 230.251 through 230.263). Foreign private issuers as defined in Rule 405 must provide a reconciliation to generally accepted accounting principles in the United States (U.S. GAAP) if their financial statements are not prepared in accordance with U.S. GAAP or International Financial Reporting Standards as issued by the International Accounting Standards Board (Item 17 of Form 20-F (§ 249.220f of this chapter)). The financial statements required by this section must be as of a date no more than 180 days before the sale of securities in reliance on this exemption.\n\n(5) If the issuer is relying on paragraph (d)(2)(ii) of this section to use its parent's total assets to determine the amount of securities that may be sold, the parent's financial statements must be delivered. If the parent is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)), the financial statements of the parent required by Rule 10-01 of Regulation S-X (§ 210.10-01 of this chapter) and Item 310 of Regulation D-B (§ 228.310 of this chapter), as applicable, must be delivered.\n\n(6) If the sale involves a stock option or other derivative security, the issuer must deliver disclosure a reasonable period of time before the date of exercise or conversion. For deferred compensation or similar plans, the issuer must deliver disclosure to investors a reasonable period of time before the date the irrevocable election to defer is made.\n\n(f) No integration with other offerings. Offers and sales exempt under this section are deemed to be a part of a single, discrete offering and are not subject to integration with any other offers or sales, whether registered under the Act or otherwise exempt from the registration requirements of the Act.\n\n(g) Resale limitations.\n\n(1) Securities issued under this section are deemed to be “restricted securities” as defined in § 230.144.\n\n(2) Resales of securities issued pursuant to this section must be in compliance with the registration requirements of the Act or an exemption from those requirements.\n\n(3) Ninety days after the issuer becomes subject to the reporting requirements of section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)), securities issued under this section may be resold by persons who are not affiliates (as defined in § 230.144) in reliance on § 230.144, without compliance with paragraphs (c) and (d) of § 230.144, and by affiliates without compliance with paragraph (d) of § 230.144.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.701" - }, - { - "key": "sec-rule:405", - "heading": "Rule 405 — Definitions of terms (17 C.F.R. § 230.405)", - "text": "Unless the context otherwise requires, all terms used in §§ 230.400 to 230.494, inclusive, or in the forms for registration have the same meanings as in the Act and in the general rules and regulations. In addition, the following definitions apply, unless the context otherwise requires:\n\nAffiliate. An affiliate of, or person affiliated with, a specified person, is 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.\n\nAmount. The term 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.\n\nAssociate. The term associate, when used to indicate a relationship with any person, means (1) a corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries.\n\nAutomatic shelf registration statement. The term automatic shelf registration statement means a registration statement filed on Form S-3, Form F-3, or Form N-2 (§ 239.13, § 239.33, or §§ 239.14 and 274.11a-1 of this chapter) by a well-known seasoned issuer pursuant to General Instruction I.D. of Form S-3, General Instruction I.C. of Form F-3, or General Instruction B of Form N-2.\n\nBlank check company. For purposes of section 27A of the Securities Act of 1933 (15 U.S.C. 77z-2), the term blank check company means a company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.\n\nBusiness combination related shell company. The term business combination related shell company means a shell company (as defined in § 230.405) that is:\n\n(1) Formed by an entity that is not a shell company solely for the purpose of changing the corporate domicile of that entity solely within the United States; or\n\n(2) Formed by an entity that is not a shell company solely for the purpose of completing a business combination transaction (as defined in § 230.165(f)) among one or more entities other than the shell company, none of which is a shell company.\n\nBusiness development company. The term business development company refers to a company which has elected to be regulated as a business development company under sections 55 through 65 of the Investment Company Act of 1940.\n\nCertified. The term certified, when used in regard to financial statements, means examined and reported upon with an opinion expressed by an independent public or certified public accountant.\n\nCharter. The term 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.\n\nCommon equity. The term common equity means any class of common stock or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or a limited partnership interest.\n\nCommission. The term Commission means the Securities and Exchange Commission.\n\nControl. The term control (including the terms controlling, controlled by and under common control with) means the 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.\n\nDepositary share. The term depositary share means a security, evidenced by an American Depositary Receipt, that represents a foreign security or a multiple of or fraction thereof deposited with a depositary.\n\nDirector. The term director means any director of a corporation or any person performing similar functions with respect to any organization whether incorporated or unincorporated.\n\nDividend or interest reinvestment plan. The term dividend or interest reinvestment plan means a plan which is offered solely to the existing security holders of the registrant, which allows such persons to reinvest dividends or interest paid to them on securities issued by the registrant, and also may allow additional cash amounts to be contributed by the participants in the plan, provided the securities to be registered are newly issued, or are purchased for the account of plan participants, at prices not in excess of current market prices at the time of purchase, or at prices not in excess of an amount determined in accordance with a pricing formula specified in the plan and based upon average or current market prices at the time of purchase.\n\nElectronic filer. The term electronic filer means a person or an entity that submits filings electronically pursuant to Rules 100 and 101 of Regulation S-T (§§ 232.100 and 232.101 of this chapter, respectively).\n\nElectronic filing. The term electronic filing means a document under the federal securities laws that is transmitted or delivered to the Commission in electronic format.\n\nEmerging growth company.\n\n(1) The term emerging growth company means an issuer that had total annual gross revenues of less than $1,235,000,000 during its most recently completed fiscal year.\n\n(2) An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of:\n\n(i) The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,235,000,000 or more;\n\n(ii) The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under the Securities Act of 1933;\n\n(iii) The date on which such issuer has, during the previous three year period, issued more than $1,000,000,000 in non-convertible debt; or\n\n(iv) The date on which such issuer is deemed to be a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act (§ 240.12b-2 of this chapter).\n\nEmployee. The term employee does not include a director, trustee, or officer.\n\nEmployee benefit plan. The term employee benefit plan means any written purchase, savings, option, bonus, appreciation, profit sharing, thrift, incentive, pension or similar plan or written compensation contract solely for employees, directors, general partners, trustees (where the registrant is a business trust), officers, or consultants or advisors. However, consultants or advisors may participate in an employee benefit plan only if:\n\n(1) They are natural persons;\n\n(2) They provide bona fide services to the registrant; and\n\n(3) The services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the registrant's securities.\n\nEquity security. The term equity security means any stock or similar security, certificate of interest or participation in any profit sharing agreement, preorganization certificate or subscription, transferable share, voting trust certificate or certificate of deposit for an equity security, limited partnership interest, interest in a joint venture, or certificate of interest in a business trust; any security future on any such 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; or any put, call, straddle, or other option or privilege of buying such a security from or selling such a security to another without being bound to do so.\n\nExchange-traded vehicle security. The term exchange-traded vehicle security means a security:\n\n(1) Of an issuer:\n\n(i) That is not a registered investment company under the Investment Company Act of 1940; and\n\n(ii) The assets of which consist primarily of commodities, currencies, or derivative instruments that reference commodities or currencies, or interests in the foregoing;\n\n(2) Offered or sold in a registered offering on a continuous basis pursuant to § 230.415 (Rule 415) by or on behalf of the issuer;\n\n(3) Of a class of securities that is listed for trading on a national securities exchange at or immediately after the time of effectiveness of the registration statement; and\n\n(4) Which is able to be purchased or redeemed, subject to conditions or limitations as described in the registration statement for the offering of such security, by the issuer for a ratable share of the issuer's assets (or the cash equivalent thereof) at their net asset value each business day.\n\nExecutive officer. The term executive officer, when used with reference to a registrant, means its president, any vice president of the registrant in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the registrant. Executive officers of subsidiaries may be deemed executive officers of the registrant if they perform such policy making functions for the registrant.\n\nFiscal year. The term fiscal year means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.\n\nForeign government. The term foreign government means the government of any foreign country or of any political subdivision of a foreign country.\n\nForeign issuer. The term foreign issuer means any issuer which is a foreign government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country.\n\nForeign private issuer.\n\n(1) The term foreign private issuer means any foreign issuer other than a foreign government except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter:\n\n(i) More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and\n\n(ii) Any of the following:\n\n(A) The majority of the executive officers or directors are United States citizens or residents;\n\n(B) More than 50 percent of the assets of the issuer are located in the United States; or\n\n(C) The business of the issuer is administered principally in the United States.\n\nNote to paragraph (1) of the definition of Foreign private issuer:\n\nTo determine the percentage of outstanding voting securities held by U.S. residents:\n\nA. Use the method of calculating record ownership in § 240.12g3-2(a) of this chapter, except that:\n\n(1) The inquiry as to the amount of shares represented by accounts of customers resident in the United States may be limited to brokers, dealers, banks and other nominees located in:\n\n(i) The United States,\n\n(ii) The issuer's jurisdiction of incorporation, and\n\n(iii) The jurisdiction that is the primary trading market for the issuer's voting securities, if different than the issuer's jurisdiction of incorporation; and\n\n(2) Notwithstanding § 240.12g5-1(a)(8) of this chapter, the issuer shall not exclude securities held by persons who received the securities pursuant to an employee compensation plan.\n\nB. If, after reasonable inquiry, the issuer is unable to obtain information about the amount of shares represented by accounts of customers resident in the United States, the issuer may assume, for purposes of this definition, that the customers are residents of the jurisdiction in which the nominee has its principal place of business.\n\nC. Count shares of voting securities beneficially owned by residents of the United States as reported on reports of beneficial ownership provided to the issuer or filed publicly and based on information otherwise provided to the issuer.\n\n(2) In the case of a new registrant with the Commission, the determination of whether an issuer is a foreign private issuer shall be made as of a date within 30 days prior to the issuer's filing of an initial registration statement under either the Act or the Securities Exchange Act of 1934.\n\n(3) Once an issuer qualifies as a foreign private issuer, it will immediately be able to use the forms and rules designated for foreign private issuers until it fails to qualify for this status at the end of its most recently completed second fiscal quarter. An issuer's determination that it fails to qualify as a foreign private issuer governs its eligibility to use the forms and rules designated for foreign private issuers beginning on the first day of the fiscal year following the determination date. Once an issuer fails to qualify for foreign private issuer status, it will remain unqualified unless it meets the requirements for foreign private issuer status as of the last business day of its second fiscal quarter.\n\nForm available solely to investment companies registered under the Investment Company Act of 1940. A form available solely to investment companies registered under the Investment Company Act of 1940 includes the form used to register the offering of securities of a registered non-variable annuity for purposes of the Securities Act of 1933.\n\nFree writing prospectus. Except as otherwise specifically provided or the context otherwise requires, a free writing prospectus is any written communication as defined in this section that constitutes an offer to sell or a solicitation of an offer to buy the securities relating to a registered offering that is used after the registration statement in respect of the offering is filed (or, in the case of a well-known seasoned issuer, whether or not such registration statement is filed) and is made by means other than:\n\n(1) A prospectus satisfying the requirements of section 10(a) of the Act, Rule 430 (§ 230.430), Rule 430A (§ 230.430A), Rule 430B (§ 230.430B), Rule 430C (§ 230.430C), Rule 430D (§ 230.430D), or Rule 431 (§ 230.431);\n\n(2) A written communication used in reliance on Rule 167 and Rule 426 (§ 230.167 and § 230.426);\n\n(3) A written communication that constitutes an offer to sell or solicitation of an offer to buy such securities that falls within the exception from the definition of prospectus in clause (a) of section 2(a)(10) of the Act; or\n\n(4) A written communication used in reliance on Rule 163B (§ 230.163B) or on section 5(d) of the Act.\n\nGraphic communication. The term graphic communication, which appears in the definition of “write, written” in section 2(a)(9) of the Act and in the definition of written communication in this section, shall include all forms of electronic media, including, but not limited to, audiotapes, videotapes, facsimiles, CD-ROM, electronic mail, Internet Web sites, substantially similar messages widely distributed (rather than individually distributed) on telephone answering or voice mail systems, computers, computer networks and other forms of computer data compilation. Graphic communication shall not include a communication that, at the time of the communication, originates live, in real-time to a live audience and does not originate in recorded form or otherwise as a graphic communication, although it is transmitted through graphic means.\n\nIneligible issuer.\n\n(1) An ineligible issuer is an issuer with respect to which any of the following is true as of the relevant date of determination:\n\n(i) Any issuer that is required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) or section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29) that has not filed all reports and other materials required to be filed during the preceding 12 months (or for such shorter period that the issuer was required to file such reports pursuant to sections 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940), other than reports on Form 8-K (§ 249.308 of this chapter) required solely pursuant to an item specified in General Instruction I.A.3(b) of Form S-3 (§ 239.13 of this chapter) or General Instruction A.2.a of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) (or in the case of an asset-backed issuer, to the extent the depositor or any issuing entity previously established, directly or indirectly, by the depositor (as such terms are defined in § 229.1101 of this chapter (Item 1101 of Regulation AB) are or were at any time during the preceding 12 calendar months required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 with respect to a class of asset-backed securities involving the same asset class, such depositor and each such issuing entity must have filed all reports and other material required to be filed for such period (or such shorter period that each such entity was required to file such reports), other than reports on Form 8-K required solely pursuant to an item specified in General Instruction I.A.2 of Form SF-3);\n\n(ii) The issuer is, or during the past three years the issuer or any of its predecessors was:\n\n(A) A blank check company as defined in Rule 419(a)(2) (§ 230.419(a)(2));\n\n(B) A shell company, other than a business combination related shell company, each as defined in this section;\n\n(C) An issuer in an offering of penny stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934 (§ 240.3a51-1 of this chapter);\n\n(iii) The issuer is a limited partnership that is offering and selling its securities other than through a firm commitment underwriting;\n\n(iv) Within the past three years, a petition under the federal bankruptcy laws or any state insolvency law was filed by or against the issuer, or a court appointed a receiver, fiscal agent or similar officer with respect to the business or property of the issuer subject to the following:\n\n(A) In the case of an involuntary bankruptcy in which a petition was filed against the issuer, ineligibility will occur upon the earlier to occur of:\n\n(1) 90 days following the date of the filing of the involuntary petition (if the case has not been earlier dismissed); or\n\n(2) The conversion of the case to a voluntary proceeding under federal bankruptcy or state insolvency laws; and\n\n(B) Ineligibility will terminate under this paragraph (1)(iv) if an issuer has filed an annual report with audited financial statements subsequent to its emergence from that bankruptcy, insolvency, or receivership process;\n\n(v) Within the past three years, the issuer or any entity that at the time was a subsidiary of the issuer was convicted of any felony or misdemeanor described in paragraphs (i) through (iv) of section 15(b)(4)(B) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b)(4)(B)(i) through (iv));\n\n(vi) Within the past three years (but in the case of a decree or order agreed to in a settlement, not before December 1, 2005), the issuer or any entity that at the time was a subsidiary of the issuer was made the subject of any judicial or administrative decree or order arising out of a governmental action that:\n\n(A) Prohibits certain conduct or activities regarding, including future violations of, the anti-fraud provisions of the federal securities laws;\n\n(B) Requires that the person cease and desist from violating the anti-fraud provisions of the federal securities laws; or\n\n(C) Determines that the person violated the anti-fraud provisions of the federal securities laws;\n\n(vii) The issuer has filed a registration statement that is the subject of any pending proceeding or examination under section 8 of the Act or has been the subject of any refusal order or stop order under section 8 of the Act within the past three years;\n\n(viii) The issuer is the subject of any pending proceeding under section 8A of the Act in connection with an offering; or\n\n(ix) In the case of an issuer that is a registered closed-end investment company or a business development company, within the past three years any person or entity that at the time was an investment adviser to the issuer, including any sub-adviser, was made the subject of any judicial or administrative decree or order arising out of a governmental action that determines that the investment adviser aided, abetted or caused the issuer to have violated the anti-fraud provisions of the Federal securities laws.\n\n(2) An issuer shall not be an ineligible issuer if the Commission determines, upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer. Any such determination shall be without prejudice to any other action by the Commission in any other proceeding or matter with respect to the issuer or any other person.\n\n(3) The date of determination of whether an issuer is an ineligible issuer is as follows:\n\n(i) For purposes of determining whether an issuer is a well-known seasoned issuer, at the date specified for purposes of such determination in paragraph (2) of the definition of well-known seasoned issuer in this section; and\n\n(ii) For purposes of determining whether an issuer or offering participant may use free writing prospectuses in respect of an offering in accordance with the provisions of Rules 164 and 433 (§ 230.164 and § 230.433), at the date in respect of the offering specified in paragraph (h) of Rule 164.\n\nMajority-owned subsidiary. The term majority-owned subsidiary means a subsidiary more than 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.\n\nMaterial. The term material, when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters to which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase the security registered.\n\nOfficer. The term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person routinely performing corresponding functions with respect to any organization whether incorporated or unincorporated.\n\nParent. A parent of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.\n\nPredecessor. The term predecessor means 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 in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.\n\nPrincipal underwriter. The term principal underwriter means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter, the term issuer having the meaning given in sections 2(4) and 2(11) of the Act.\n\nPromoter.\n\n(1) The term promoter includes:\n\n(i) 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; or\n\n(ii) 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 such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration 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.\n\n(2) All persons coming within the definition of promoter in paragraph (1) of this definition may be referred to as founders or organizers or by another term provided that such term is reasonably descriptive of those persons' activities with respect to the issuer.\n\nProspectus. Unless otherwise specified or the context otherwise requires, the term prospectus means a prospectus meeting the requirements of section 10(a) of the Act.\n\nRegistered closed-end investment company. The term registered closed-end investment company means a closed-end company, as defined in section 5(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-5(a)(2)), that is registered under the Investment Company Act.\n\nRegistered index-linked annuity. The term registered index-linked annuity means an annuity or an option available under an annuity:\n\n(1) That is deemed a security;\n\n(2) That is offered or sold in a registered offering;\n\n(3) That is issued by an insurance company that is the subject to the supervision of either the insurance commissioner or bank commissioner of any State or any agency or officer performing like functions as such commissioner;\n\n(4) That is not issued by an investment company; and\n\n(5) Whose contract value, either during the accumulation period or after annuitization or both, will earn positive or negative interest based, in part, on the performance of any index, rate, or benchmark.\n\nRegistered market value adjustment annuity. The term registered market value adjustment annuity means an annuity or an option available under an annuity, that is not a registered index-linked annuity, and:\n\n(1) That is deemed a security;\n\n(2) That is offered or sold in a registered offering;\n\n(3) That is issued by an insurance company that is subject to the supervision of either the insurance commissioner or bank commissioner of any State or any agency or officer performing like functions as such commissioner;\n\n(4) That is not issued by an investment company; and\n\n(5) Whose contract value may reflect a positive or negative adjustment (based on calculations using a predetermined formula, a change in interest rates, or some other factor or benchmark) if amounts are withdrawn before the end of a specified period.\n\nRegistered non-variable annuity. The term registered non-variable annuity means any registered index-linked annuity or registered market value adjustment annuity.\n\nRegistrant. The term registrant means the issuer of the securities for which the registration statement is filed.\n\nShare. The term share means a share of stock in a corporation or unit of interest in an unincorporated person.\n\nShell company. The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB (§ 229.1101(b) of this chapter), that has:\n\n(1) No or nominal operations; and\n\n(2) Either:\n\n(i) No or nominal assets;\n\n(ii) Assets consisting solely of cash and cash equivalents; or\n\n(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.\n\nNote:\n\nFor purposes of this definition, the determination of a registrant's assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant's balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.\n\nSignificant subsidiary. The term significant subsidiary means a subsidiary, including its subsidiaries, which meets any of the conditions in paragraph (1), (2), or (3) of this definition; however, if the registrant is a registered investment company or a business development company, the tested subsidiary meets any of the conditions in paragraph (4) of this definition instead of any of the conditions in paragraph (1), (2), or (3) of this definition. A registrant that files its financial statements in accordance with or provides a reconciliation to U.S. Generally Accepted Accounting Principles (U.S. GAAP) must use amounts determined under U.S. GAAP. A foreign private issuer that files its financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS-IASB) must use amounts determined under IFRS-IASB.\n\n(1) Investment test.\n\n(i) For acquisitions, other than those described in paragraph (1)(ii) of this definition, and dispositions this test is met when the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the aggregate worldwide market value of the registrant's voting and non-voting common equity, or if the registrant has no such aggregate worldwide market value, the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.\n\n(A) For acquisitions, the “investments in” the tested subsidiary is the consideration transferred, adjusted to exclude the registrant's and its subsidiaries' proportionate interest in the carrying value of assets transferred by the registrant and its subsidiaries consolidated to the tested subsidiary that will remain with the combined entity after the acquisition. It must include the fair value of contingent consideration if required to be recognized at fair value by the registrant at the acquisition date under U.S. GAAP or IFRS-IASB, as applicable; however if recognition at fair value is not required, it must include all contingent consideration, except contingent consideration for which the likelihood of payment is remote.\n\n(B) For dispositions, the “investments in” the tested subsidiary is the fair value of the consideration, including contingent consideration, for the disposed subsidiary when comparing to the aggregate worldwide market value of the registrant's voting and non-voting common equity, or, when the registrant has no such aggregate worldwide market value, the carrying value of the disposed subsidiary when comparing to total assets of the registrant.\n\n(C) When determining the aggregate worldwide market value of the registrant's voting and non-voting common equity, use the average of such aggregate worldwide market value calculated daily for the last five trading days of the registrant's most recently completed month ending prior to the earlier of the registrant's announcement date or agreement date of the acquisition or disposition.\n\n(ii) For a combination between entities or businesses under common control, this test is met when either the net book value of the tested subsidiary exceeds 10 percent of the registrant's and its subsidiaries' consolidated total assets or the number of common shares exchanged or to be exchanged by the registrant exceeds 10 percent of its total common shares outstanding at the date the combination is initiated.\n\n(iii) In all other cases, this test is met when the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.\n\n(2) Asset test. This test is met when the registrant's and its other subsidiaries' proportionate share of the tested subsidiary's consolidated total assets (after intercompany eliminations) exceeds 10 percent of such total assets of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year.\n\n(3) Income test.\n\n(i) This test is met when:\n\n(A) The absolute value of the registrant's and its other subsidiaries' equity in the tested subsidiary's consolidated income or loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interests exceeds 10 percent of the absolute value of such income or loss of the registrant and its subsidiaries consolidated for the most recently completed fiscal year; and\n\n(B) The registrant's and its other subsidiaries' proportionate share of the tested subsidiary's consolidated total revenue from continuing operations (after intercompany eliminations) exceeds 10 percent of such total revenue of the registrant and its subsidiaries consolidated for the most recently completed fiscal year. This paragraph (3)(i)(B) does not apply if either the registrant and its subsidiaries consolidated or the tested subsidiary did not have material revenue in each of the two most recently completed fiscal years.\n\n(ii) When determining the income component in paragraph (3)(i)(A) of this definition:\n\n(A) If a net loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interest has been incurred by either the registrant and its subsidiaries consolidated or the tested subsidiary, but not both, exclude the equity in the income or loss from continuing operations before income taxes (after intercompany eliminations) of the tested subsidiary attributable to the controlling interest from such income or loss of the registrant and its subsidiaries consolidated for purposes of the computation;\n\n(B) Compute the test using the average described in this paragraph (3)(ii)(B) if the revenue component in paragraph (3)(i)(B) in this definition does not apply and the absolute value of the registrant's and its subsidiaries' consolidated income or loss from continuing operations before income taxes (after intercompany eliminations) attributable to the controlling interests for the most recent fiscal year is at least 10 percent lower than the average of the absolute value of such amounts for each of its last five fiscal years; and\n\n(C) Entities reporting losses must not be aggregated with entities reporting income where the test involves combined entities, as in the case of determining whether summarized financial data must be presented or whether the aggregate impact specified in §§ 210.3-05(b)(2)(iv) and 210.3-14(b)(2)(i)(C) of this chapter is met, except when determining whether related businesses meet this test for purposes of §§ 210.3-05 and 210.8-04 of this chapter.\n\n(4) Registered investment company or business development company. For a registrant that is a registered investment company or a business development company, the term significant subsidiary means a subsidiary, including its subsidiaries, which meets any of the following conditions using amounts determined under U.S. GAAP and, if applicable, section 2(a)(41) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(41)):\n\n(i) Investment test. The value of the registrant's and its other subsidiaries' investments in and advances to the tested subsidiary exceed 10 percent of the value of the total investments of the registrant and its subsidiaries consolidated as of the end of the most recently completed fiscal year; or\n\n(ii) Income test. The absolute value of the sum of combined investment income from dividends, interest, and other income, the net realized gains and losses on investments, and the net change in unrealized gains and losses on investments from the tested subsidiary (except, for purposes of § 210.6-11 of this chapter, the absolute value of the change in net assets resulting from operations of the tested subsidiary), for the most recently completed fiscal year exceeds:\n\n(A) 80 percent of the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated for the most recently completed fiscal year; or\n\n(B) 10 percent of the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated for the most recently completed fiscal year and the investment test (paragraph (4)(i) of this definition) condition exceeds 5 percent. However, if the absolute value of the change in net assets resulting from operations of the registrant and its subsidiaries consolidated is at least 10 percent lower than the average of the absolute value of such amounts for each of its last five fiscal years, then the registrant may compute both conditions of the income test using the average of the absolute value of such amounts for the registrant and its subsidiaries consolidated for each of its last five fiscal years.\n\nSmaller reporting company. As used in this part, the term smaller reporting company means an issuer that is not an investment company, an asset-backed issuer (as defined in § 229.1101 of this chapter), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:\n\n(1) Had a public float of less than $250 million; or\n\n(2) Had annual revenues of less than $100 million and either:\n\n(i) No public float; or\n\n(ii) A public float of less than $700 million.\n\n(3) Whether an issuer is a smaller reporting company is determined on an annual basis.\n\n(i) For issuers that are required to file reports under section 13(a) or 15(d) of the Exchange Act:\n\n(A) Public float is measured as of the last business day of the issuer's most recently completed second fiscal quarter and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity;\n\n(B) Annual revenues are as of the most recently completed fiscal year for which audited financial statements are available; and\n\n(C) An issuer must reflect the determination of whether it came within the definition of smaller reporting company in its quarterly report on Form 10-Q for the first fiscal quarter of the next year, indicating on the cover page of that filing, and in subsequent filings for that fiscal year, whether it is a smaller reporting company, except that, if a determination based on public float indicates that the issuer is newly eligible to be a smaller reporting company, the issuer may choose to reflect this determination beginning with its first quarterly report on Form 10-Q following the determination, rather than waiting until the first fiscal quarter of the next year.\n\n(ii) For determinations based on an initial registration statement under the Securities Act or Exchange Act for shares of its common equity:\n\n(A) Public float is measured as of a date within 30 days of the date of the filing of the registration statement and computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of shares of its voting and non-voting common equity included in the registration statement by the estimated public offering price of the shares;\n\n(B) Annual revenues are as of the most recently completed fiscal year for which audited financial statements are available; and\n\n(C) The issuer must reflect the determination of whether it came within the definition of smaller reporting company in the registration statement and must appropriately indicate on the cover page of the filing, and subsequent filings for the fiscal year in which the filing is made, whether it is a smaller reporting company. The issuer must re-determine its status at the end of its second fiscal quarter and then reflect any change in status as provided in paragraph (3)(i)(C) of this definition. In the case of a determination based on an initial Securities Act registration statement, an issuer that was not determined to be a smaller reporting company has the option to re-determine its status at the conclusion of the offering covered by the registration statement based on the actual offering price and number of shares sold.\n\n(iii) Once an issuer determines that it does not qualify for smaller reporting company status because it exceeded one or more of the current thresholds, it will remain unqualified unless when making its annual determination either:\n\n(A) It determines that its public float was less than $200 million; or\n\n(B) It determines that its public float and its annual revenues meet the requirements for subsequent qualification included in the following chart:\n\nPrior annual revenues\n\nPrior public float\n\nNone or less than $700 million\n\n$700 million or more\n\nLess than $100 million\nNeither threshold exceeded\nPublic float—Less than $560 million; and\n\nRevenues—Less than $100 million.\n\n$100 million or more\nPublic float—None or less than $700 million; and\nPublic float—Less than $560 million; and\n\nRevenues—Less than $80 million\nRevenues—Less than $80 million.\n\nInstruction 1 to definition of “smaller reporting company”: A registrant that qualifies as a smaller reporting company under the public float thresholds identified in paragraphs (1) and (3)(iii)(A) of this definition will qualify as a smaller reporting company regardless of its revenues.\n\nInstruction 2 to definition of “smaller reporting company”: A foreign private issuer is not eligible to use the requirements for smaller reporting companies unless it uses the forms and rules designated for domestic issuers and provides financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles.\n\n(iv) Upon the consummation of a de-SPAC transaction, as defined in § 229.1601(a) of this chapter (Item 1601(a) of Regulation S-K), an issuer must re-determine its status as a smaller reporting company pursuant to the thresholds set forth in paragraphs (1) and (2) of this definition prior to its first filing, other than pursuant to Items 2.01(f), 5.01(a)(8), and/or 9.01(c) of Form 8-K, following the de-SPAC transaction and reflect this re-determination in its filings beginning 45 days after consummation of the de-SPAC transaction.\n\n(A) Public float is measured as of a date within four business days after the consummation of the de-SPAC transaction and is computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates as of that date by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; and\n\n(B) Annual revenues are the annual revenues of the target company, as defined in § 229.1601(d) of this chapter (Item 1601(d) of Regulation S-K), as of the most recently completed fiscal year reported in the Form 8-K filed pursuant to Items 2.01(f), 5.01(a)(8), and/or 9.01(c) of Form 8-K.\n\nSubsidiary. A subsidiary of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries. (See also majority owned subsidiary, significant subsidiary, totally held subsidiary, and wholly owned subsidiary.)\n\nSub-underwriter. The term sub-underwriter means a dealer that is participating as an underwriter in an offering by committing to purchase securities from a principal underwriter for the securities but is not itself in privity of contract with the issuer of the securities.\n\nSuccession. The term succession means 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.\n\nTotally held subsidiary. The term totally held subsidiary means a subsidiary (1) substantially all of whose outstanding securities are owned by its parent and/or the parent's other totally held subsidiaries, and (2) 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.\n\nVoting securities. The term voting securities means securities the holders of which are presently entitled to vote for the election of directors.\n\nWell-known seasoned issuer. A well-known seasoned issuer is an issuer that, as of the most recent determination date determined pursuant to paragraph (2) of this definition:\n\n(1)\n\n(i) Meets all the registrant requirements of General Instruction I.A. of Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or General Instructions A.2.a and A.2.b of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) and either:\n\n(A) As of a date within 60 days of the determination date, has a worldwide market value of its outstanding voting and non-voting common equity held by non-affiliates of $700 million or more; or\n\n(B)(1) As of a date within 60 days of the determination date, has issued in the last three years at least $1 billion aggregate principal amount of non-convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the Act; and\n\n(2) Will register only non-convertible securities, other than common equity, and full and unconditional guarantees permitted pursuant to paragraph (1)(ii) of this definition unless, at the determination date, the issuer also is eligible to register a primary offering of its securities relying on General Instruction I.B.1. of Form S-3 or Form F-3 or is eligible to register a primary offering described in General Instruction I.B.1. of Form S-3 relying on General Instruction A.2 of Form N-2.\n\n(3) Provided that as to a parent issuer only, for purposes of calculating the aggregate principal amount of outstanding non-convertible securities under paragraph (1)(i)(B)(1) of this definition, the parent issuer may include the aggregate principal amount of non-convertible securities, other than common equity, of its majority-owned subsidiaries issued in registered primary offerings for cash, not exchange, that it has fully and unconditionally guaranteed, within the meaning of Rule 3-10 of Regulation S-X (§ 210.3-10 of this chapter) in the last three years; or\n\n(ii) Is a majority-owned subsidiary of a parent that is a well-known seasoned issuer pursuant to paragraph (1)(i) of this definition and, as to the subsidiaries' securities that are being or may be offered on that parent's registration statement:\n\n(A) The parent has provided a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of the payment obligations on the subsidiary's securities and the securities are non-convertible securities, other than common equity;\n\n(B) The securities are guarantees of:\n\n(1) Non-convertible securities, other than common equity, of its parent being registered; or\n\n(2) Non-convertible securities, other than common equity, of another majority-owned subsidiary being registered where there is a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of such non-convertible securities by the parent; or\n\n(C) The securities of the majority-owned subsidiary meet the conditions of General Instruction I.B.2 of Form S-3 or Form F-3.\n\n(iii) Is not an ineligible issuer as defined in this section.\n\n(iv) Is not an asset-backed issuer as defined in Item 1101 of Regulation AB (§ 229.1101(b) of this chapter).\n\n(v) Is not an investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), other than a registered closed-end investment company.\n\n(2) For purposes of this definition, the determination date as to whether an issuer is a well-known seasoned issuer shall be the latest of:\n\n(i) The time of filing of its most recent shelf registration statement; or\n\n(ii) The time of its most recent amendment (by post-effective amendment, incorporated report filed pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d) of this chapter), or form of prospectus) to a shelf registration statement for purposes of complying with section 10(a)(3) of the Act (or if such amendment has not been made within the time period required by section 10(a)(3) of the Act, the date on which such amendment is required); or\n\n(iii) In the event that the issuer has not filed a shelf registration statement or amended a shelf registration statement for purposes of complying with section 10(a)(3) of the Act for sixteen months, the time of filing of the issuer's most recent annual report on Form 10-K (§ 249.310 of this chapter), Form 20-F (§ 249.220f of this chapter), or Form N-CSR (§§ 249.331 and 274.128 of this chapter) (or if such report has not been filed by its due date, such due date).\n\nWholly owned subsidiary. The term wholly owned subsidiary means a subsidiary substantially all of whose outstanding voting securities are owned by its parent and/or the parent's other wholly owned subsidiaries.\n\nWritten communication. Except as otherwise specifically provided or the context otherwise requires, a written communication is any communication that is written, printed, a radio or television broadcast, or a graphic communication as defined in this section.\n\nNote:\n\nNote to definition of “written communication.”\n\nA communication that is a radio or television broadcast is a written communication regardless of the means of transmission of the broadcast.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.405" - }, - { - "key": "sec-rule:415", - "heading": "Rule 415 — Delayed or continuous offering and sale of securities (17 C.F.R. § 230.415)", - "text": "(a) Securities may be registered for an offering to be made on a continuous or delayed basis in the future, Provided, That:\n\n(1) The registration statement pertains only to:\n\n(i) Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary;\n\n(ii) Securities which are to be offered and sold pursuant to a dividend or interest reinvestment plan or an employee benefit plan of the registrant;\n\n(iii) Securities which are to be issued upon the exercise of outstanding options, warrants or rights;\n\n(iv) Securities which are to be issued upon conversion of other outstanding securities;\n\n(v) Securities which are pledged as collateral;\n\n(vi) Securities which are registered on Form F-6 (§ 239.36 of this chapter);\n\n(vii) Asset-backed securities (as defined in 17 CFR 229.1101(c)) registered (or qualified to be registered) on Form SF-3 (§ 239.45 of this chapter) which are to be offered and sold on an immediate or delayed basis by or on behalf of the registrant;\n\nInstruction to paragraph (a)(1)(vii): The requirements of General Instruction I.B.1 of Form SF-3 (§ 239.45 of this chapter) must be met for any offerings of an asset-backed security (as defined in 17 CFR 229.1101(c)) registered in reliance on this paragraph (a)(1)(vii).\n\n(viii) Securities which are to be issued in connection with business combination transactions;\n\n(ix) Securities, other than asset-backed securities (as defined in 17 CFR 229.1101(c)), the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness;\n\n(x) Securities registered (or qualified to be registered) on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or on Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 of that form, which are to be offered and sold on an immediate, continuous or delayed basis by or on behalf of the registrant, a majority-owned subsidiary of the registrant or a person of which the registrant is a majority-owned subsidiary; or\n\n(xi) Shares of common stock which are to be offered and sold on a delayed or continuous basis by or on behalf of a registered closed-end investment company or business development company that makes periodic repurchase offers pursuant to § 270.23c-3 of this chapter.\n\n(xii) Asset-backed securities (as defined in 17 CFR 229.1101(c)) that are to be offered and sold on a continuous basis if the offering is commenced promptly and being conducted on the condition that the consideration paid for such securities will be promptly refunded to the purchaser unless:\n\n(A) All of the securities being offered are sold at a specified price within a specified time; and\n\n(B) The total amount due to the seller is received by him by a specified date.\n\n(xiii) Exchange-traded vehicle securities which are to be offered and sold on a continuous basis by or on behalf of the registrant in accordance with § 230.456(d) (Rule 456(d)).\n\n(2) Securities in paragraphs (a)(1)(viii) and (ix) of this section that are not registered on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or on Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 of that form, may only be registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.\n\n(3) The registrant furnishes the undertakings required by Item 512(a) of Regulation S-K (§ 229.512(a) of this chapter), except that a registrant that is an investment company filing on Form N-2 must furnish the undertakings required by Item 34.4 of Form N-2 (§ 239.14 and § 274.11a-1 of this chapter).\n\n(4) In the case of a registration statement pertaining to an at the market offering of equity securities by or on behalf of the registrant, the offering must come within paragraph (a)(1)(x) of this section. As used in this paragraph, the term “at the market offering” means an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price.\n\n(5) Securities registered on an automatic shelf registration statement and securities described in paragraphs (a)(1)(vii), (ix), and (x) of this section may be offered and sold only if not more than three years have elapsed since the initial effective date of the registration statement under which they are being offered and sold, provided, however, that if a new registration statement has been filed pursuant to paragraph (a)(6) of this section:\n\n(i) If the new registration statement is an automatic shelf registration statement, it shall be immediately effective pursuant to Rule 462(e) (§ 230.462(e)); or\n\n(ii) If the new registration statement is not an automatic shelf registration statement:\n\n(A) Securities covered by the prior registration statement may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement; and\n\n(B) A continuous offering of securities covered by the prior registration statement that commenced within three years of the initial effective date may continue until the effective date of the new registration statement if such offering is permitted under the new registration statement.\n\n(6) Prior to the end of the three-year period described in paragraph (a)(5) of this section, an issuer may file a new registration statement covering securities described in such paragraph (a)(5) of this section, which may, if permitted, be an automatic shelf registration statement. The new registration statement and prospectus included therein must include all the information that would be required at that time in a prospectus relating to all offering(s) that it covers. Prior to the effective date of the new registration statement (including at the time of filing in the case of an automatic shelf registration statement), the issuer may include on such new registration statement any unsold securities covered by the earlier registration statement by identifying on the bottom of the facing page of the new registration statement or latest amendment thereto, unless expressly required in another part of the registration statement, the amount of such unsold securities being included and any filing fee paid in connection with such unsold securities, which will continue to be applied to such unsold securities. The offering of securities on the earlier registration statement will be deemed terminated as of the date of effectiveness of the new registration statement.\n\n(b) This section shall not apply to any registration statement pertaining to a registered non-variable annuity, securities issued by a face-amount certificate company, or redeemable securities issued by an open-end management company or unit investment trust under the Investment Company Act of 1940 or any registration statement filed by any foreign government or political subdivision thereof.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.415" - }, - { - "key": "sec-rule:424", - "heading": "Rule 424 — Filing of prospectuses, number of copies (17 C.F.R. § 230.424)", - "text": "(a) Except as provided in paragraph (f) of this section, five copies of every form of prospectus sent or given to any person prior to the effective date of the registration statement which varies from the form or forms of prospectus included in the registration statement as filed pursuant to § 230.402(a) of this chapter shall be filed as a part of the registration statement not later than the date such form of prospectus is first sent or given to any person: Provided, however, That only a form of prospectus that contains substantive changes from or additions to a prospectus previously filed with the Commission as part of a registration statement need be filed pursuant to this paragraph (a).\n\n(b) Ten copies of each form of prospectus purporting to comply with section 10 of the Act, except for documents constituting a prospectus pursuant to Rule 428(a) (§ 230.428(a)) or free writing prospectuses pursuant to Rule 164 and Rule 433 (§ 230.164 and § 230.433), shall be filed with the Commission in the form in which it is used after the effectiveness of the registration statement and identified as required by paragraph (e) of this section; provided, however, that only a form of prospectus that contains substantive changes from or additions to a previously filed prospectus is required to be filed; Provided, further, that this paragraph (b) shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding, which prospectus is intended for use prior to the opening of bids. Ten copies of the form of prospectus shall be filed or transmitted for filing as follows:\n\n(1) A form of prospectus that discloses information previously omitted from the prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act (§ 230.430A of this chapter) shall be filed with the commission no later than the second business day following the earlier of the date of determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(2) A form of prospectus that is used in connection with a primary offering of securities pursuant to Rule 415(a)(1)(x) (§ 230.415(a)(1)(x)) or a primary offering of securities registered for issuance on a delayed basis pursuant to Rule 415(a)(1)(vii) or (viii) (§ 230.415(a)(1)(vii) or (viii)) and that, in the case of Rule 415(a)(1)(viii) discloses the public offering price, description of securities or similar matters, and in the case of Rule 415(a)(1)(vii) and (x) discloses information previously omitted from the prospectus filed as part of an effective registration statement in reliance on Rule 430B (§ 230.430B), or, in the case of asset-backed securities, Rule 430D (§ 230.430D) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(3) A form of prospectus that reflects facts or events other than those covered in paragraphs (b) (1), (2) and (6) of this section that constitute a substantive change from or addition to the information set forth in the last form of prospectus filed with the Commission under this section or as part of a registration statement under the Securities Act shall be filed with the Commission no later than the fifth business day after the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(4) A form of prospectus that discloses information, facts or events covered in both paragraphs (b) (1) and (3) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(5) A form of prospectus that discloses information, facts or events covered in both paragraphs (b) (2) and (3) shall be filed with the Commission no later than the second business day following the earlier of the date of the determination of the offering price or the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(6) A form of prospectus used in connection with an offering of securities under Canada's National Policy Statement No. 45 pursuant to rule 415 under the Securities Act (§ 230.415 of this chapter) that is not made in the United States shall be filed with the Commission no later than the date it is first used in Canada, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(7) A form of prospectus that identifies selling security holders and the amounts to be sold by them that was previously omitted from the registration statement and the prospectus in reliance upon Rule 430B (§ 230.430B) shall be filed with the Commission no later than the second business day following the earlier of the date of sale or the date of first use or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(8) A form of prospectus otherwise required to be filed pursuant to paragraph (b) of this section that is not filed within the time frames specified in paragraph (b) of this section must be filed pursuant to this paragraph as soon as practicable after the discovery of such failure to file.\n\nNote to paragraph (b)(8) of Rule 424.\n\nA form of prospectus required to be filed pursuant to another paragraph of Rule 424(b) that is filed under Rule 424(b)(8) shall nonetheless be “required to be filed” under such other paragraph.\n\nInstruction to paragraph (b): Notwithstanding § 230.424 (b)(2) and (b)(5) above, a form of prospectus or prospectus supplement relating to an offering of asset-backed securities under § 230.415(a)(1)(vii) or 230.415(a)(1)(xii) that is required to be filed pursuant to paragraph (b) of this section shall be filed with the Commission no later than the second business day following the date it is first used after effectiveness in connection with a public offering or sales, or transmitted by a means reasonably calculated to result in filing with the Commission by that date.\n\n(c) If a form of prospectus, other than one filed pursuant to paragraph (b)(1) or (b)(4) of this Rule, consists of a prospectus supplement attached to a form of prospectus that (1) previously had been filed or (2) was not required to be filed pursuant to paragraph (b) because it did not contain substantive changes from a prospectus that previously was filed, only the prospectus supplement need be filed under paragraph (b) of this rule, provided that the first page of each prospectus supplement includes a cross reference to the date(s) of the related prospectus and any prospectus supplements thereto that together constitute the prospectus required to be delivered by Section 5(b) of the Securities Act (15 U.S.C. 77e(b)) with respect to the securities currently being offered or sold. The cross reference may be set forth in longhand, provided it is legible.\n\nNote:\n\nAny prospectus supplement being filed separately that is smaller than a prospectus page should be attached to an 8\n1/2″ × 11″ sheet of paper.\n\n(d) Every prospectus consisting of a radio or television broadcast shall be reduced to writing. Five copies of every such prospectus shall be filed with the Commission in accordance with the requirements of this section.\n\n(e) Each copy of a form of prospectus filed under this rule shall contain in the upper right corner of the cover page the paragraph of this rule, including the subparagraph if applicable, under which the filing is made, and the file number of the registration statement to which the prospectus relates. The information required by this paragraph may be set forth in longhand, provided it is legible.\n\n(f) This section shall not apply with respect to prospectuses of an investment company registered under the Investment Company Act of 1940 (other than a registered closed-end investment company) or prospectuses that pertain to a registered non-variable annuity. References to “form of prospectus” in paragraphs (a), (b), and (c) of this section shall be deemed also to refer to the form of Statement of Additional Information.\n\n(g) A form of prospectus filed pursuant to this section must include the following information, as applicable, in a single exhibit submitted as required by § 232.408 of this chapter (Rule 408 of Regulation S-T), provided, however, that if the exhibit is submitted in connection with Form SF-1 (§ 239.44 of this chapter) or Form SF-3 (§ 239.45 of this chapter), it is permitted but not required to be submitted as otherwise required by Rule 408.\n\n(1) If the form of prospectus operates to reflect the payment of filing fees for an offering or offerings pursuant to § 230.456(b) or (c) (Rule 456(b) or (c)), the calculation of filing fee table immediately followed by the information required by the form instructions to the registration fee table reflecting the payment of such filing fees for the securities that are the subject of the payment; and\n\n(2) The maximum aggregate amount or maximum aggregate offering price of the securities to which the final prospectus relates and indication that the final prospectus is a final prospectus for the related offering, as applicable, as required by General Instruction II.F of Form S-3 (§ 239.13 of this chapter), General Instruction II.G of Form F-3 (§ 239.33 of this chapter), General Instruction II.D of Form SF-3 (§ 239.45 of this chapter), General Instruction H of Form S-4 (§ 239.25 of this chapter), and General Instruction C.2 of Form N-2 ((§§ 239.14 and 274.11a-1 of this chapter).\n\n(h)\n\n(1) Three copies of a form of prospectus relating to an offering of asset-backed securities pursuant to § 230.415(a)(1)(vii) or § 230.415(a)(1)(xii) disclosing information previously omitted from the prospectus filed as part of an effective registration statement in reliance on § 230.430D shall be filed with the Commission at least three business days before the date of the first sale in the offering, or if used earlier, the earlier of:\n\n(i) The applicable number of business days before the date of the first sale; or\n\n(ii) The second business day after first use.\n\n(2) Three copies of a prospectus supplement relating to an offering of asset-backed securities pursuant to § 230.415(a)(1)(vii) or § 230.415(a)(1)(xii) that reflects any material change from the information contained in a prospectus filed in accordance with § 230.424(h)(1) shall be filed with the Commission at least forty-eight hours before the date and time of the first sale in the offering. The prospectus supplement must clearly delineate what material information has changed and how the information has changed from the prospectus filed in accordance with paragraph (h)(1) of this section.\n\nInstruction to paragraph (h): The filing requirements of this paragraph (h) do not apply if a filing is made solely to add fees pursuant to § 230.457 and for no other purpose.\n\n(i)\n\n(1) A form of prospectus filed pursuant to this section that operates to reflect the payment of filing fees for an offering of an indeterminate amount of exchange-traded vehicle securities pursuant to §§ 230.456(d) and 230.457(u) (Rule 456(d) and Rule 457(u)) shall be filed with the Commission within the time period set forth in Rule 456(d). The form of prospectus must be accompanied by the appropriate registration fee.\n\n(2) The form of prospectus must include the following information in an exhibit submitted as required by Rule 408 of Regulation S-T:\n\n(i) The name and address of issuer;\n\n(ii) The name of the securities for which the prospectus is filed;\n\n(iii) The Securities Act file number(s) of the registration statement(s) associated with the offering;\n\n(iv) The last day of the fiscal year for the issuer for which the prospectus is filed;\n\n(v) The calculation of registration fee information calculated pursuant to Rule 457(u); and\n\n(vi) The total interest due pursuant to Rule 456(d)(5) and the total amount of registration fee due including any such interest, if the prospectus is being filed more than 90 days after the end of the issuer's fiscal year.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.424" - }, - { - "key": "sec-rule:430a", - "heading": "Rule 430A — Prospectus in a registration statement at the time of effectiveness (17 C.F.R. § 230.430A)", - "text": "(a) The form of prospectus filed as part of a registration statement that is declared effective may omit information with respect to the public offering price, underwriting syndicate (including any material relationships between the registrant and underwriters not named therein), underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices and other items dependent upon the offering price, delivery dates, and terms of the securities dependent upon the offering date; and such form of prospectus need not contain such information in order for the registration statement to meet the requirements of Section 7 of the Securities Act (15 U.S.C. 77g) for the purposes of Section 5 thereof (15 U.S.C. 77e), Provided, That:\n\n(1) The securities to be registered are offered for cash;\n\n(2) The registrant furnishes the undertakings required by § 229.512(i) of this chapter (Item 512(i) of Regulation S-K), or the undertakings required by Item 34.4 of Form N-2 (§§ 239.14 and 274.11a-1 of this chapter); and\n\n(3) The information ommitted in reliance upon paragraph (a) from the form of prospectus filed as part of a registration statement that is declared effective is contained in a form of prospectus filed with the Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities Act (§§ 230.424(b) or 230.497(h) of this chapter); except that if such form of prospectus is not so filed by the later of fifteen business days after the effective date of the registration statement or fifteen business days after the effectiveness of a post-effective amendment thereto that contains a form of prospectus, or transmitted by a means reasonably calculated to result in filing with the Commission by that date, the information omitted in reliance upon paragraph (a) must be contained in an effective post-effective amendment to the registration statement.\n\nInstruction to paragraph (a): A decrease in the volume of securities offered or change in the bona fide estimate of the maximum offering price range from that indicated in the form of prospectus filed as part of a registration statement that is declared effective may be disclosed in the form of prospectus filed with the Commission pursuant to § 230.424(b) or § 230.497(h) under the Securities Act so long as the decrease in the volume or change in the price range would not materially change the disclosure contained in the registration statement at effectiveness. Notwithstanding the foregoing, any increase or decrease in volume (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)(1) (§ 230.424(b)(1)) or Rule 497(h) (§ 230.497(h)) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.\n\n(b) The information omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, and contained in the form of prospectus filed with the Commission pursuant to Rule 424(b) or Rule 497(h) under the Securities Act (§§ 230.424(b) or 230.497(h) of this chapter), shall be deemed to be a part of the registration statement as of the time it was declared effective.\n\n(c) When used prior to determination of the offering price of the securities, a form of prospectus relating to the securities offered pursuant to a registration statement that is declared effective with information omitted from the form of prospectus filed as part of such effective registration statement in reliance upon this Rule 430A need not contain information omitted pursuant to paragraph (a), in order to meet the requirements of Section 10 of the Securities Act (15 U.S.C. 77j) for the purpose of section 5(b)(1) (15 U.S.C. 77e(b)(1)) thereof. This provision shall not limit the information required to be contained in a form of prospectus meeting the requirements of section 10(a) of the Act for the purposes of section 5(b)(2) thereof or exception (a) of Section 2(10) (15 U.S.C. 77b(10)) thereof.\n\n(d) This rule shall not apply to registration statements for securities to be offered by competitive bidding.\n\n(e) In the case of a registration statement filed on Form N-1A (§ 239.15A and § 274.11A of this chapter), Form N-2 (§ 239.14 and § 274.11a-1 of this chapter), Form N-3 (§ 239.17a and § 274.11b of this chapter), Form N-4 (§ 239.17b and § 274.11c of this chapter), or Form N-6 (§ 239.17c and § 274.11d of this chapter), the references to “form of prospectus” in paragraphs (a) and (b) of this section and the accompanying Note shall be deemed also to refer to the form of Statement of Additional Information filed as part of such a registration statement.\n\n(f) This section may apply to registration statements that are immediately effective pursuant to Rule 462(e) and (f) (§ 230.462(e) and (f)).\n\nNote:\n\nIf information is omitted in reliance upon paragraph (a) from the form of prospectus filed as part of an effective registration statement, or effective post-effective amendment thereto, the registrant must ascertain promptly whether a form of prospectus transmitted for filing under Rule 424(b) of Rule 497(h) under the Securities Act actually was received for filing by the Commission and, in the event that it was not, promptly file such prospectus.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.430A" - }, - { - "key": "sec-rule:433", - "heading": "Rule 433 — Conditions to permissible post-filing free writing prospectuses (17 C.F.R. § 230.433)", - "text": "(a) Scope of section. This section applies to any free writing prospectus with respect to securities of any issuer (except as set forth in Rule 164 (§ 230.164)) that are the subject of a registration statement that has been filed under the Act. Such a free writing prospectus that satisfies the conditions of this section may include information the substance of which is not included in the registration statement. Such a free writing prospectus that satisfies the conditions of this section will be a prospectus permitted under section 10(b) of the Act for purposes of sections 2(a)(10), 5(b)(1), and 5(b)(2) of the Act and will, for purposes of considering it a prospectus, be deemed to be public, without regard to its method of use or distribution, because it is related to the public offering of securities that are the subject of a filed registration statement.\n\n(b) Permitted use of free writing prospectus. Subject to the conditions of this paragraph (b) and satisfaction of the conditions set forth in paragraphs (c) through (g) of this section, a free writing prospectus may be used under this section and Rule 164 in connection with a registered offering of securities:\n\n(1) Eligibility and prospectus conditions for seasoned issuers, well-known seasoned issuers, and offerings of registered non-variable annuity securities. Subject to the provisions of Rule 164(e), (f), and (g), the issuer or any other offering participant may use a free writing prospectus in the following offerings after a registration statement relating to the offering has been filed that includes a prospectus that, other than by reason of this section or Rule 431, satisfies the requirements of section 10 of the Act:\n\n(i) Offerings of securities registered on Form S-3 (§ 239.13 of this chapter) pursuant to General Instruction I.B.1, I.B.2, I.C., or I.D. thereof or on Form SF-3 (§ 239.45 of this chapter) or on Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 with respect to the same transactions;\n\n(ii) Offerings of securities registered on Form F-3 (§ 239.33 of this chapter) pursuant to General Instruction I.A.5, I.B.1, I.B.2, or I.C. thereof;\n\n(iii) Any other offering not excluded from reliance on this section and Rule 164 of securities of a well-known seasoned issuer;\n\n(iv) Any other offering not excluded from reliance on this section and Rule 164 of securities of an issuer eligible to use Form S-3 or Form F-3 for primary offerings pursuant to General Instruction I.B.1 of such Forms or an issuer eligible to use General Instruction A.2 of Form N-2 to register a primary offering described in General Instruction I.B.1 of Form S-3; and\n\n(v) Offerings of registered non-variable annuity securities registered on Form N-4 (§ 239.17b of this chapter) where the issuer would otherwise be eligible to use Form S-3 (§ 239.13 of this chapter) pursuant to General Instruction I.B.1, I.B.2, I.C, or I.D.\n\n(2) Eligibility and prospectus conditions for non-reporting and unseasoned issuers. If the issuer does not fall within the provisions of paragraph (b)(1) of this section, then, subject to the provisions of Rule 164(e), (f), and (g), any person participating in the offer or sale of the securities may use a free writing prospectus as follows:\n\n(i) If the free writing prospectus is or was prepared by or on behalf of or used or referred to by an issuer or any other offering participant, if consideration has been or will be given by the issuer or other offering participant for the dissemination (in any format) of any free writing prospectus (including any published article, publication, or advertisement), or if section 17(b) of the Act requires disclosure that consideration has been or will be given by the issuer or other offering participant for any activity described therein in connection with the free writing prospectus, then a registration statement relating to the offering must have been filed that includes a prospectus that, other than by reason of this section or Rule 431, satisfies the requirements of section 10 of the Act, including a price range where required by rule, and the free writing prospectus shall be accompanied or preceded by the most recent such prospectus; provided, however, that use of the free writing prospectus is not conditioned on providing the most recent such prospectus if a prior such prospectus has been provided and there is no material change from the prior prospectus reflected in the most recent prospectus; provided further, that after effectiveness and availability of a final prospectus meeting the requirements of section 10(a) of the Act, no such earlier prospectus may be provided in satisfaction of this condition, and such final prospectus must precede or accompany any free writing prospectus provided after such availability, whether or not an earlier prospectus had been previously provided.\n\nNotes to paragraph (b)(2)(i) of Rule 433.\n\n1. The condition that a free writing prospectus shall be accompanied or preceded by the most recent prospectus satisfying the requirements of section 10 of the Act would be satisfied if a free writing prospectus that is an electronic communication contained an active hyperlink to such most recent prospectus; and\n\n2. A communication for which disclosure would be required under section 17(b) of the Act as a result of consideration given or to be given, directly or indirectly, by or on behalf of an issuer or other offering participant is an offer by the issuer or such other offering participant as the case may be and is, if written, a free writing prospectus of the issuer or other offering participant.\n\n(ii) Where paragraph (b)(2)(i) of this section does not apply, a registration statement relating to the offering has been filed that includes a prospectus that, other than by reason of this section or Rule 431 satisfies the requirements of section 10 of the Act, including a price range where required by rule. For purposes of paragraph (f) of this section, the prospectus included in the registration statement relating to the offering that has been filed does not have to include a price range otherwise required by rule.\n\n(3) Successors. A successor issuer will be considered to satisfy the applicable provisions of this paragraph (b) if:\n\n(i) Its predecessor and it, taken together, satisfy the conditions, provided that the succession was primarily for the purpose of changing the state or other jurisdiction of incorporation of the predecessor or forming a holding company and the assets and liabilities of the successor at the time of succession were substantially the same as those of the predecessor; or\n\n(ii) All predecessors met the conditions at the time of succession and the issuer has continued to do so since the succession.\n\n(c) Information in a free writing prospectus.\n\n(1) A free writing prospectus used in reliance on this section may include information the substance of which is not included in the registration statement but such information shall not conflict with:\n\n(i) Information contained in the filed registration statement, including any prospectus or prospectus supplement that is part of the registration statement (including pursuant to Rule 430B (§ 230.430B), Rule 430C (§ 230.430C) or Rule 430D (§ 230.430D) and not superseded or modified; or\n\n(ii) Information contained in the issuer's periodic and current reports filed or furnished to the Commission pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference into the registration statement and not superseded or modified, or pursuant to section 30 of the Investment Company Act of 1940 (15 U.S.C. 80a-29).\n\n(2)\n\n(i) A free writing prospectus used in reliance on this section shall contain substantially the following legend:\n\nThe issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-8[xx-xxx-xxxx].\n\n(ii) The legend also may provide an e-mail address at which the documents can be requested and may indicate that the documents also are available by accessing the issuer's Web site and provide the Internet address and the particular location of the documents on the Web site.\n\n(3) A free writing prospectus with respect to securities of a registered closed-end investment company or a business development company that includes fee or expense information must comply with paragraphs (i) and (j) of § 230.482 (Rule 482), as applicable.\n\n(d) Filing conditions.\n\n(1) Except as provided in paragraphs (d)(3), (d)(4), (d)(5), (d)(6), (d)(7), (d)(8), and (f) of this section, the following shall be filed with the Commission under this section by a means reasonably calculated to result in filing no later than the date of first use. The free writing prospectus filed for purposes of this section will not be filed as part of the registration statement:\n\n(i) The issuer shall file:\n\n(A) Any issuer free writing prospectus, as defined in paragraph (h) of this section;\n\n(B) Any issuer information that is contained in a free writing prospectus prepared by or on behalf of or used by any other offering participant (but not information prepared by or on behalf of a person other than the issuer on the basis of or derived from that issuer information); and\n\n(C) A description of the final terms of the issuer's securities in the offering or of the offering contained in a free writing prospectus or portion thereof prepared by or on behalf of the issuer or any offering participant, after such terms have been established for all classes in the offering; and\n\n(ii) Any offering participant, other than the issuer, shall file any free writing prospectus that is used or referred to by such offering participant and distributed by or on behalf of such person in a manner reasonably designed to lead to its broad unrestricted dissemination.\n\n(2) Each free writing prospectus or issuer information contained in a free writing prospectus filed under this section shall identify in the filing the Commission file number for the related registration statement or, if that file number is unknown, a description sufficient to identify the related registration statement.\n\n(3) The condition to file a free writing prospectus under paragraph (d)(1) of this section shall not apply if the free writing prospectus does not contain substantive changes from or additions to a free writing prospectus previously filed with the Commission.\n\n(4) The condition to file issuer information contained in a free writing prospectus of an offering participant other than the issuer shall not apply if such information is included (including through incorporation by reference) in a prospectus or free writing prospectus previously filed that relates to the offering.\n\n(5) Notwithstanding the provisions of paragraph (d)(1) of this section:\n\n(i) To the extent a free writing prospectus or portion thereof otherwise required to be filed contains a description of terms of the issuer's securities in the offering or of the offering that does not reflect the final terms, such free writing prospectus or portion thereof is not required to be filed; and\n\n(ii) A free writing prospectus or portion thereof that contains only a description of the final terms of the issuer's securities in the offering or of the offerings shall be filed by the issuer within two days of the later of the date such final terms have been established for all classes of the offering and the date of first use.\n\n(6)\n\n(i) Notwithstanding the provisions of paragraph (d) of this section, in an offering of asset-backed securities, a free writing prospectus or portion thereof required to be filed that contains only ABS informational and computational materials as defined in Item 1101(a) of Regulation AB (§ 229.1101 of this chapter), may be filed under this section within the timeframe permitted by Rule 426(b) (§ 230.426(b)) and such filing will satisfy the filing conditions under this section.\n\n(ii) In the event that a free writing prospectus is used in reliance on this section and Rule 164 and the conditions of this section and Rule 164 (which may include the conditions of paragraph (d)(6)(i) of this section) are satisfied with respect thereto, then the use of that free writing prospectus shall not be conditioned on satisfaction of the provisions, including without limitation the filing conditions, of Rule 167 and Rule 426 (§§ 230.167 and 230.426). In the event that ABS informational and computational materials are used in reliance on Rule 167 and Rule 426 and the conditions of those rules are satisfied with respect thereto, then the use of those materials shall not be conditioned on the satisfaction of the conditions of Rule 164 and this section.\n\n(7) The condition to file a free writing prospectus or issuer information pursuant to this paragraph (d) for a free writing prospectus used at the same time as a communication in a business combination transaction subject to Rule 425 (§ 230.425) shall be satisfied if:\n\n(i) The free writing prospectus or issuer information is filed in accordance with the provisions of Rule 425, including the filing timeframe of Rule 425;\n\n(ii) The filed material pursuant to Rule 425 indicates on the cover page that it also is being filed pursuant to Rule 433; and\n\n(iii) The filed material pursuant to Rule 425 contains the information specified in paragraph (c)(2) of this section.\n\n(8) Notwithstanding any other provision of this paragraph (d):\n\n(i) A road show for an offering that is a written communication is a free writing prospectus, provided that, except as provided in paragraph (d)(8)(ii) of this section, a written communication that is a road show shall not be required to be filed; and\n\n(ii) In the case of a road show that is a written communication for an offering of common equity or convertible equity securities by an issuer that is, at the time of the filing of the registration statement for the offering, not required to file reports with the Commission pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, such a road show is required to be filed pursuant to this section unless the issuer of the securities makes at least one version of a bona fide electronic road show available without restriction by means of graphic communication to any person, including any potential investor in the securities (and if there is more than one version of a road show for the offering that is a written communication, the version available without restriction is made available no later than the other versions).\n\nNote to paragraph (d)(8):\n\nA communication that is provided or transmitted simultaneously with a road show and is provided or transmitted in a manner designed to make the communication available only as part of the road show and not separately is deemed to be part of the road show. Therefore, if the road show is not a written communication, such a simultaneous communication (even if it would otherwise be a graphic communication or other written communication) is also deemed not to be written. If the road show is written and not required to be filed, such a simultaneous communication is also not required to be filed. Otherwise, a written communication that is an offer contained in a separate file from a road show, whether or not the road show is a written communication, or otherwise transmitted separately from a road show, will be a free writing prospectus subject to any applicable filing conditions of paragraph (d) of this section.\n\n(e) Treatment of information on, or hyperlinked from, an issuer's Web site.\n\n(1) An offer of an issuer's securities that is contained on an issuer's Web site or hyperlinked by the issuer from the issuer's Web site to a third party's Web site is a written offer of such securities by the issuer and, unless otherwise exempt or excluded from the requirements of section 5(b)(1) of the Act, the filing conditions of paragraph (d) of this section apply to such offer.\n\n(2) Notwithstanding paragraph (e)(1) of this section, historical issuer information that is identified as such and located in a separate section of the issuer's Web site containing historical issuer information, that has not been incorporated by reference into or otherwise included in a prospectus of the issuer for the offering and that has not otherwise been used or referred to in connection with the offering, will not be considered a current offer of the issuer's securities and therefore will not be a free writing prospectus.\n\n(f) Free writing prospectuses published or distributed by media. Any written offer for which an issuer or any other offering participant or any person acting on its behalf provided, authorized, or approved information that is prepared and published or disseminated by a person unaffiliated with the issuer or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications would be considered at the time of publication or dissemination to be a free writing prospectus prepared by or on behalf of the issuer or such other offering participant for purposes of this section subject to the following:\n\n(1) The conditions of paragraph (b)(2)(i) of this section will not apply and the conditions of paragraphs (c)(2) and (d) of this section will be deemed to be satisfied if:\n\n(i) No payment is made or consideration given by or on behalf of the issuer or other offering participant for the written communication or its dissemination; and\n\n(ii) The issuer or other offering participant in question files the written communication with the Commission, and includes in the filing the legend required by paragraph (c)(2) of this section, within four business days after the issuer or other offering participant becomes aware of the publication, radio or television broadcast, or other dissemination of the written communication.\n\n(2) The filing obligation under paragraph (f)(1)(ii) of this section shall be subject to the following:\n\n(i) The issuer or other offering participant shall not be required to file a free writing prospectus if the substance of that free writing prospectus has previously been filed with the Commission;\n\n(ii) Any filing made pursuant to paragraph (f)(1)(ii) of this section may include information that the issuer or offering participant in question reasonably believes is necessary or appropriate to correct information included in the communication; and\n\n(iii) In lieu of filing the actual written communication as published or disseminated as required by paragraph (f)(1)(ii) of this section, the issuer or offering participant in question may file a copy of the materials provided to the media, including transcripts of interviews or similar materials, provided the copy or transcripts contain all the information provided to the media.\n\n(3) For purposes of this paragraph (f) of this section, an issuer that is in the business of publishing or radio or television broadcasting may rely on this paragraph (f) as to any publication or radio or television broadcast that is a free writing prospectus in respect of an offering of securities of the issuer if the issuer or an affiliate:\n\n(i) Is the publisher of a bona fide newspaper, magazine, or business or financial publication of general and regular circulation or bona fide broadcaster of news including business and financial news;\n\n(ii) Has established policies and procedures for the independence of the content of the publications or broadcasts from the offering activities of the issuer; and\n\n(iii) Publishes or broadcasts the communication in the ordinary course.\n\n(g) Record retention. Issuers and offering participants shall retain all free writing prospectuses they have used, and that have not been filed pursuant to paragraph (d) or (f) of this section, for 3 years following the initial bona fide offering of the securities in question.\n\nNote to paragraph (g) of § 230.433.\n\nTo the extent that the record retention requirements of Rule 17a-4 of the Securities Exchange Act of 1934 (§ 240.17a-4 of this chapter) apply to free writing prospectuses required to be retained by a broker-dealer under this section, such free writing prospectuses are required to be retained in accordance with such requirements.\n\n(h) Definitions. For purposes of this section:\n\n(1) An issuer free writing prospectus means a free writing prospectus prepared by or on behalf of the issuer or used or referred to by the issuer and, in the case of an asset-backed issuer, prepared by or on behalf of a depositor, sponsor, or servicer (as defined in Item 1101 of Regulation AB) or affiliated depositor or used or referred to by any such person.\n\n(2) Issuer information means material information about the issuer or its securities that has been provided by or on behalf of the issuer.\n\n(3) A written communication or information is prepared or provided by or on behalf of a person if the person or an agent or representative of the person authorizes the communication or information or approves the communication or information before it is used. An offering participant other than the issuer shall not be an agent or representative of the issuer solely by virtue of its acting as an offering participant.\n\n(4) A road show means an offer (other than a statutory prospectus or a portion of a statutory prospectus filed as part of a registration statement) that contains a presentation regarding an offering by one or more members of the issuer's management (and in the case of an offering of asset-backed securities, management involved in the securitization or servicing function of one or more of the depositors, sponsors, or servicers (as such terms are defined in Item 1101 of Regulation AB) or an affiliated depositor) and includes discussion of one or more of the issuer, such management, and the securities being offered; and\n\n(5) A bona fide electronic road show means a road show that is a written communication transmitted by graphic means that contains a presentation by one or more officers of an issuer or other persons in an issuer's management (and in the case of an offering of asset-backed securities, management involved in the securitization or servicing function of one or more of the depositors, sponsors, or servicers (as such terms are defined in Item 1101 of Regulation AB) or an affiliated depositor) and, if more than one road show that is a written communication is being used, includes discussion of the same general areas of information regarding the issuer, such management, and the securities being offered as such other issuer road show or shows for the same offering that are written communications.\n\nNote to § 230.433.\n\nThis section does not affect the operation of the provisions of clause (a) of section 2(a)(10) of the Act providing an exception from the definition of “prospectus.”", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.433" - }, - { - "key": "sec-rule:462", - "heading": "Rule 462 — Immediate effectiveness of certain registration statements and post-effective amendments (17 C.F.R. § 230.462)", - "text": "(a) A registration statement on Form S-8 (§ 239.16b of this chapter) and a registration statement on Form S-3 (§ 239.13 of this chapter) or on Form F-3 (§ 239.33 of this chapter) for a dividend or interest reinvestment plan shall become effective upon filing with the Commission.\n\n(b) A registration statement and any post-effective amendment thereto shall become effective upon filing with the Commission if:\n\n(1) The registration statement is for registering additional securities of the same class(es) as were included in an earlier registration statement for the same offering and declared effective by the Commission;\n\n(2) The new registration statement is filed prior to the time confirmations are sent or given; and\n\n(3) The new registration statement registers additional securities in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth for each class of securities in the “Calculation of Registration Fee” table contained in such earlier registration statement.\n\n(c) If the prospectus contained in a post-effective amendment filed prior to the time confirmations are sent or given contains no substantive changes from or additions to the prospectus previously filed as part of the effective registration statement, other than price-related information omitted from the registration statement in reliance on Rule 430A of the Act (§ 230.430A), such post-effective amendment shall become effective upon filing with the Commission.\n\n(d) A post-effective amendment filed solely to add exhibits to a registration statement shall become effective upon filing with the Commission.\n\n(e) An automatic shelf registration statement, including an automatic shelf registration statement filed in accordance with Rule 415(a)(6) (§ 230.415(a)(6)), and any post-effective amendment thereto, including a post-effective amendment filed to register additional classes of securities pursuant to Rule 413(b) (§ 230.413(b)), shall become effective upon filing with the Commission.\n\n(f) A post-effective amendment filed pursuant to paragraph (e) of this section for purposes of adding a new issuer and its securities as permitted by § 230.413(b) (Rule 413(b)) that satisfies the requirements of Form S-3, Form F-3, or General Instruction A.2 of Form N-2 (§ 239.13, § 239.33, or §§ 239.14 and 274.11a-1 of this chapter), as applicable, including the signatures required by § 230.402(e) (Rule 402(e)), and contains a prospectus satisfying the requirements of § 230.430B (Rule 430B), shall become effective upon filing with the Commission.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.462" - }, - { - "key": "sec-rule:501", - "heading": "Rule 501 — Definitions and terms used in Regulation D (17 C.F.R. § 230.501)", - "text": "As used in Regulation D (§ 230.500 et seq. of this chapter), the following terms shall have the meaning indicated:\n\n(a) Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:\n\n(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;\n\n(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;\n\n(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;\n\n(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;\n\n(5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000;\n\n(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):\n\n(A) The person's primary residence shall not be included as an asset;\n\n(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and\n\n(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;\n\n(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:\n\n(A) Such right was held by the person on July 20, 2010;\n\n(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and\n\n(C) The person held securities of the same issuer, other than such right, on July 20, 2010.\n\nNote 1 to paragraph (a)(5):\n\nFor the purposes of calculating joint net worth in this paragraph (a)(5): Joint net worth can be the aggregate net worth of the investor and spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. Reliance on the joint net worth standard of this paragraph (a)(5) does not require that the securities be purchased jointly.\n\n(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;\n\n(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii);\n\n(8) Any entity in which all of the equity owners are accredited investors;\n\nNote 1 to paragraph (a)(8):\n\nIt is permissible to look through various forms of equity ownership to natural persons in determining the accredited investor status of entities under this paragraph (a)(8). If those natural persons are themselves accredited investors, and if all other equity owners of the entity seeking accredited investor status are accredited investors, then this paragraph (a)(8) may be available.\n\n(9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;\n\nNote 1 to paragraph (a)(9):\n\nFor the purposes this paragraph (a)(9), “investments” is defined in rule 2a51-1(b) under the Investment Company Act of 1940 (17 CFR 270.2a51-1(b)).\n\n(10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes:\n\n(i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution;\n\n(ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing;\n\n(iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and\n\n(iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable;\n\nNote 1 to paragraph (a)(10):\n\nThe Commission will designate professional certifications or designations or credentials for purposes of this paragraph (a)(10), by order, after notice and an opportunity for public comment. The professional certifications or designations or credentials currently recognized by the Commission as satisfying the above criteria will be posted on the Commission's website.\n\n(11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;\n\n(12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1):\n\n(i) With assets under management in excess of $5,000,000,\n\n(ii) That is not formed for the specific purpose of acquiring the securities offered, and\n\n(iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and\n\n(13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii).\n\n(b) Affiliate. An affiliate of, or person affiliated with, a specified person shall mean 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.\n\n(c) Aggregate offering price. Aggregate offering price shall mean the sum of all cash, services, property, notes, cancellation of debt, or other consideration to be received by an issuer for issuance of its securities. Where securities are being offered for both cash and non-cash consideration, the aggregate offering price shall be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price attributable to cash received in a foreign currency shall be translated into United States currency at the currency exchange rate in effect at a reasonable time prior to or on the date of the sale of the securities. If securities are not offered for cash, the aggregate offering price shall be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Such valuations of non-cash consideration must be reasonable at the time made.\n\n(d) Business combination. Business combination shall mean any transaction of the type specified in paragraph (a) of Rule 145 under the Act (17 CFR 230.145) and any transaction involving the acquisition by one issuer, in exchange for all or a part of its own or its parent's stock, of stock of another issuer if, immediately after the acquisition, the acquiring issuer has control of the other issuer (whether or not it had control before the acquisition).\n\n(e) Calculation of number of purchasers. For purposes of calculating the number of purchasers under § 230.506(b) only, the following shall apply:\n\n(1) The following purchasers shall be excluded:\n\n(i) Any relative, spouse or relative of the spouse of a purchaser who has the same primary residence as the purchaser;\n\n(ii) Any trust or estate in which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i) or (e)(1)(iii) of this section collectively have more than 50 percent of the beneficial interest (excluding contingent interests);\n\n(iii) Any corporation or other organization of which a purchaser and any of the persons related to him as specified in paragraph (e)(1)(i) or (e)(1)(ii) of this section collectively are beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests; and\n\n(iv) Any accredited investor.\n\n(2) A corporation, partnership or other entity shall be counted as one purchaser. If, however, that entity is organized for the specific purpose of acquiring the securities offered and is not an accredited investor under paragraph (a)(8) of this section, then each beneficial owner of equity securities or equity interests in the entity shall count as a separate purchaser for all provisions of Regulation D (§§ 230.501-230.508), except to the extent provided in paragraph (e)(1) of this section.\n\n(3) A non-contributory employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 shall be counted as one purchaser where the trustee makes all investment decisions for the plan.\n\nNote:\n\nThe issuer must satisfy all the other provisions of Regulation D for all purchasers whether or not they are included in calculating the number of purchasers. Clients of an investment adviser or customers of a broker or dealer shall be considered the “purchasers” under Regulation D regardless of the amount of discretion given to the investment adviser or broker or dealer to act on behalf of the client or customer.\n\n(f) Executive officer. Executive officer shall mean the president, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the issuer. Executive officers of subsidiaries may be deemed executive officers of the issuer if they perform such policy making functions for the issuer.\n\n(g) Final order. Final order shall mean a written directive or declaratory statement issued by a federal or state agency described in § 230.506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.\n\n(h) Issuer. The definition of the term issuer in section 2(a)(4) of the Act shall apply, except that in the case of a proceeding under the Federal Bankruptcy Code (11 U.S.C. 101 et seq.), the trustee or debtor in possession shall be considered the issuer in an offering under a plan or reorganization, if the securities are to be issued under the plan.\n\n(i) Purchaser representative. Purchaser representative shall mean any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:\n\n(1) Is not an affiliate, director, officer or other employee of the issuer, or beneficial owner of 10 percent or more of any class of the equity securities or 10 percent or more of the equity interest in the issuer, except where the purchaser is:\n\n(i) A relative of the purchaser representative by blood, marriage or adoption and not more remote than a first cousin;\n\n(ii) A trust or estate in which the purchaser representative and any persons related to him as specified in paragraph (i)(1)(i) or (iii) of this section collectively have more than 50 percent of the beneficial interest (excluding contingent interest) or of which the purchaser representative serves as trustee, executor, or in any similar capacity; or\n\n(iii) A corporation or other organization of which the purchaser representative and any persons related to him as specified in paragraph (i)(1)(i) or (ii) of this section collectively are the beneficial owners of more than 50 percent of the equity securities (excluding directors' qualifying shares) or equity interests;\n\n(2) Has such knowledge and experience in financial and business matters that he is capable of evaluating, alone, or together with other purchaser representatives of the purchaser, or together with the purchaser, the merits and risks of the prospective investment;\n\n(3) Is acknowledged by the purchaser in writing, during the course of the transaction, to be his purchaser representative in connection with evaluating the merits and risks of the prospective investment; and\n\n(4) Discloses to the purchaser in writing a reasonable time prior to the sale of securities to that purchaser any material relationship between himself or his affiliates and the issuer or its affiliates that then exists, that is mutually understood to be contemplated, or that has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship.\n\n(j) Spousal equivalent. The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse.\n\nNote 1 to § 230.501:\n\nA person acting as a purchaser representative should consider the applicability of the registration and antifraud provisions relating to brokers and dealers under the Securities Exchange Act of 1934 (Exchange Act) (15 U.S.C. 78a et seq., as amended) and relating to investment advisers under the Investment Advisers Act of 1940.\n\nNote 2 to § 230.501:\n\nThe acknowledgment required by paragraph (h)(3) and the disclosure required by paragraph (h)(4) of this section must be made with specific reference to each prospective investment. Advance blanket acknowledgment, such as for all securities transactions or all private placements, is not sufficient.\n\nNote 3 to § 230.501:\n\nDisclosure of any material relationships between the purchaser representative or his affiliates and the issuer or its affiliates does not relieve the purchaser representative of his obligation to act in the interest of the purchaser.", - "source_url": "https://www.law.cornell.edu/cfr/text/17/230.501" - }, - { - "key": "sec-rule:10b-5", - "heading": "Rule 10b-5 — Employment of manipulative and deceptive devices (17 C.F.R. § 240.10b-5)", - "text": "It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange,\n\n(a) To employ any device, scheme, or artifice to defraud,\n\n(b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or\n\n(c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person,\n\nin connection with the purchase or sale of any security.\n\n(Sec. 10; 48 Stat. 891; 15 U.S.C. 78j)", - "source_url": "https://www.law.cornell.edu/cfr/text/17/240.10b-5" - } - ] -} diff --git a/demo/authority_seeds/securities-act.json b/demo/authority_seeds/securities-act.json deleted file mode 100644 index d9b31b3b8..000000000 --- a/demo/authority_seeds/securities-act.json +++ /dev/null @@ -1,46 +0,0 @@ -{ - "corpus_title": "Securities Act of 1933", - "authority": "securities-act", - "aliases": [ - "Securities Act of 1933", - "Securities Act" - ], - "sections": [ - { - "key": "securities-act:4", - "heading": "Securities Act § 4 — Exempted transactions (15 U.S.C. § 77d)", - "text": "(a) In general The provisions of section 77e of this title shall not apply to—\n\n(1) transactions by any person other than an issuer, underwriter, or dealer.\n\n(2) transactions by an issuer not involving any public offering.\n\n(3) transactions by a dealer (including an underwriter no longer acting as an underwriter in respect of the security involved in such transaction), except—\n\n(A) transactions taking place prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter,\n\n(B) transactions in a security as to which a registration statement has been filed taking place prior to the expiration of forty days after the effective date of such registration statement or prior to the expiration of forty days after the first date upon which the security was bona fide offered to the public by the issuer or by or through an underwriter after such effective date, whichever is later (excluding in the computation of such forty days any time during which a stop order issued under section 77h of this title is in effect as to the security), or such shorter period as the Commission may specify by rules and regulations or order, and\n\n(C) transactions as to securities constituting the whole or a part of an unsold allotment to or subscription by such dealer as a participant in the distribution of such securities by the issuer or by or through an underwriter.\n\nWith respect to transactions referred to in clause (B), if securities of the issuer have not previously been sold pursuant to an earlier effective registration statement the applicable period, instead of forty days, shall be ninety days, or such shorter period as the Commission may specify by rules and regulations or order.\n\n(4) brokers’ transactions executed upon customers’ orders on any exchange or in the over-the-counter market but not the solicitation of such orders.\n\n(5) transactions involving offers or sales by an issuer solely to one or more accredited investors, if the aggregate offering price of an issue of securities offered in reliance on this paragraph does not exceed the amount allowed under section 77c(b)(1) of this title, if there is no advertising or public solicitation in connection with the transaction by the issuer or anyone acting on the issuer’s behalf, and if the issuer files such notice with the Commission as the Commission shall prescribe.\n\n(6) transactions involving the offer or sale of securities by an issuer (including all entities controlled by or under common control with the issuer), provided that—\n\n(A) the aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the exemption provided under this paragraph during the 12-month period preceding the date of such transaction, is not more than $1,000,000;\n\n(B) the aggregate amount sold to any investor by an issuer, including any amount sold in reliance on the exemption provided under this paragraph during the 12-month period preceding the date of such transaction, does not exceed—\n\n(i) the greater of $2,000 or 5 percent of the annual income or net worth of such investor, as applicable, if either the annual income or the net worth of the investor is less than $100,000; and\n\n(ii) 10 percent of the annual income or net worth of such investor, as applicable, not to exceed a maximum aggregate amount sold of $100,000, if either the annual income or net worth of the investor is equal to or more than $100,000;\n\n(C) the transaction is conducted through a broker or funding portal that complies with the requirements of section 77d–1(a) of this title; and\n\n(D) the issuer complies with the requirements of section 77d–1(b) of this title.\n\n(7) transactions meeting the requirements of subsection (d).\n\n(b) Offers and sales exempt under 17 CFR 230.506 Offers and sales exempt under section 230.506 of title 17, Code of Federal Regulations (as revised pursuant to section 201 of the Jumpstart Our Business Startups Act) shall not be deemed public offerings under the Federal securities laws as a result of general advertising or general solicitation.\n\n(c) Securities offered and sold in compliance with Rule 506 of Regulation D\n\n(1) With respect to securities offered and sold in compliance with Rule 506 of Regulation D under this subchapter, no person who meets the conditions set forth in paragraph (2) shall be subject to registration as a broker or dealer pursuant to section 78o(a)(1) of this title,[1] solely because—\n\n(A) that person maintains a platform or mechanism that permits the offer, sale, purchase, or negotiation of or with respect to securities, or permits general solicitations, general advertisements, or similar or related activities by issuers of such securities, whether online, in person, or through any other means;\n\n(B) that person or any person associated with that person co-invests in such securities; or\n\n(C) that person or any person associated with that person provides ancillary services with respect to such securities.\n\n(2) The exemption provided in paragraph (1) shall apply to any person described in such paragraph if—\n\n(A) such person and each person associated with that person receives no compensation in connection with the purchase or sale of such security;\n\n(B) such person and each person associated with that person does not have possession of customer funds or securities in connection with the purchase or sale of such security; and\n\n(C) such person is not subject to a statutory disqualification as defined in section 78c(a)(39) of this title 1 and does not have any person associated with that person subject to such a statutory disqualification.\n\n(3) For the purposes of this subsection, the term “ancillary services” means—\n\n(A) the provision of due diligence services, in connection with the offer, sale, purchase, or negotiation of such security, so long as such services do not include, for separate compensation, investment advice or recommendations to issuers or investors; and\n\n(B) the provision of standardized documents to the issuers and investors, so long as such person or entity does not negotiate the terms of the issuance for and on behalf of third parties and issuers are not required to use the standardized documents as a condition of using the service.\n\n(d) Certain accredited investor transactions The transactions referred to in subsection (a)(7) are transactions meeting the following requirements:\n\n(1) Accredited investor requirement.— Each purchaser is an accredited investor, as that term is defined in section 230.501(a) of title 17, Code of Federal Regulations (or any successor regulation).\n\n(2) Prohibition on general solicitation or advertising.— Neither the seller, nor any person acting on the seller’s behalf, offers or sells securities by any form of general solicitation or general advertising.\n\n(3) Information requirement.— In the case of a transaction involving the securities of an issuer that is neither subject to section 78m or 78o(d) of this title, nor exempt from reporting pursuant to section 240.12g3–2(b) of title 17, Code of Federal Regulations, nor a foreign government (as defined in section 230.405 of title 17, Code of Federal Regulations) eligible to register securities under Schedule B, the seller and a prospective purchaser designated by the seller obtain from the issuer, upon request of the seller, and the seller in all cases makes available to a prospective purchaser, the following information (which shall be reasonably current in relation to the date of resale under this section):\n\n(A) The exact name of the issuer and the issuer’s predecessor (if any).\n\n(B) The address of the issuer’s principal executive offices.\n\n(C) The exact title and class of the security.\n\n(D) The par or stated value of the security.\n\n(E) The number of shares or total amount of the securities outstanding as of the end of the issuer’s most recent fiscal year.\n\n(F) The name and address of the transfer agent, corporate secretary, or other person responsible for transferring shares and stock certificates.\n\n(G) A statement of the nature of the business of the issuer and the products and services it offers, which shall be presumed reasonably current if the statement is as of 12 months before the transaction date.\n\n(H) The names of the officers and directors of the issuer.\n\n(I) The names of any persons registered as a broker, dealer, or agent that shall be paid or given, directly or indirectly, any commission or remuneration for such person’s participation in the offer or sale of the securities.\n\n(J) The issuer’s most recent balance sheet and profit and loss statement and similar financial statements, which shall—\n\n(i) be for such part of the 2 preceding fiscal years as the issuer has been in operation;\n\n(ii) be prepared in accordance with generally accepted accounting principles or, in the case of a foreign private issuer, be prepared in accordance with generally accepted accounting principles or the International Financial Reporting Standards issued by the International Accounting Standards Board;\n\n(iii) be presumed reasonably current if—\n\n(I) with respect to the balance sheet, the balance sheet is as of a date less than 16 months before the transaction date; and\n\n(II) with respect to the profit and loss statement, such statement is for the 12 months preceding the date of the issuer’s balance sheet; and\n\n(iv) if the balance sheet is not as of a date less than 6 months before the transaction date, be accompanied by additional statements of profit and loss for the period from the date of such balance sheet to a date less than 6 months before the transaction date.\n\n(K) To the extent that the seller is a control person with respect to the issuer, a brief statement regarding the nature of the affiliation, and a statement certified by such seller that they have no reasonable grounds to believe that the issuer is in violation of the securities laws or regulations.\n\n(4) Issuers disqualified.— The transaction is not for the sale of a security where the seller is an issuer or a subsidiary, either directly or indirectly, of the issuer.\n\n(5) Bad actor prohibition.— Neither the seller, nor any person that has been or will be paid (directly or indirectly) remuneration or a commission for their participation in the offer or sale of the securities, including solicitation of purchasers for the seller is subject to an event that would disqualify an issuer or other covered person under Rule 506(d)(1) of Regulation D (17 CFR 230.506(d)(1)) or is subject to a statutory disqualification described under section 78c(a)(39) of this title.\n\n(6) Business requirement.— The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that the issuer’s primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person.\n\n(7) Underwriter prohibition.— The transaction is not with respect to a security that constitutes the whole or part of an unsold allotment to, or a subscription or participation by, a broker or dealer as an underwriter of the security or a redistribution.\n\n(8) Outstanding class requirement.— The transaction is with respect to a security of a class that has been authorized and outstanding for at least 90 days prior to the date of the transaction.\n\n(e) Additional requirements\n\n(1) In general.— With respect to an exempted transaction described under subsection (a)(7):\n\n(A) Securities acquired in such transaction shall be deemed to have been acquired in a transaction not involving any public offering.\n\n(B) Such transaction shall be deemed not to be a distribution for purposes of section 77b(a)(11) of this title.\n\n(C) Securities involved in such transaction shall be deemed to be restricted securities within the meaning of Rule 144 (17 CFR 230.144).\n\n(2) Rule of construction.— The exemption provided by subsection (a)(7) shall not be the exclusive means for establishing an exemption from the registration requirements of section 77e of this title.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/77d" - }, - { - "key": "securities-act:7", - "heading": "Securities Act § 7 — Information required in registration statement (15 U.S.C. § 77g)", - "text": "(a) Information required in registration statement\n\n(1) In general The registration statement, when relating to a security other than a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule A of section 77aa of this title, and when relating to a security issued by a foreign government, or political subdivision thereof, shall contain the information, and be accompanied by the documents, specified in Schedule B of section 77aa of this title; except that the Commission may by rules or regulations provide that any such information or document need not be included in respect of any class of issuers or securities if it finds that the requirement of such information or document is inapplicable to such class and that disclosure fully adequate for the protection of investors is otherwise required to be included within the registration statement. If any accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, is named as having prepared or certified any part of the registration statement, or is named as having prepared or certified a report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement. If any such person is named as having prepared or certified a report or valuation (other than a public official document or statement) which is used in connection with the registration statement, but is not named as having prepared or certified such report or valuation for use in connection with the registration statement, the written consent of such person shall be filed with the registration statement unless the Commission dispenses with such filing as impracticable or as involving undue hardship on the person filing the registration statement. Any such registration statement shall contain such other information, and be accompanied by such other documents, as the Commission may by rules or regulations require as being necessary or appropriate in the public interest or for the protection of investors.\n\n(2) Treatment of emerging growth companies An emerging growth company—\n\n(A) need not present more than 2 years of audited financial statements in order for the registration statement of such emerging growth company with respect to an initial public offering of its common equity securities to be effective, and in any other registration statement to be filed with the Commission, an emerging growth company need not present selected financial data in accordance with section 229.301 of title 17, Code of Federal Regulations, for any period prior to the earliest audited period presented in connection with its initial public offering; and\n\n(B) may not be required to comply with any new or revised financial accounting standard until such date that a company that is not an issuer (as defined under section 7201 of this title) is required to comply with such new or revised accounting standard, if such standard applies to companies that are not issuers.\n\n(b) Registration statement for blank check companies\n\n(1) The Commission shall prescribe special rules with respect to registration statements filed by any issuer that is a blank check company. Such rules may, as the Commission determines necessary or appropriate in the public interest or for the protection of investors—\n\n(A) require such issuers to provide timely disclosure, prior to or after such statement becomes effective under section 77h of this title, of (i) information regarding the company to be acquired and the specific application of the proceeds of the offering, or (ii) additional information necessary to prevent such statement from being misleading;\n\n(B) place limitations on the use of such proceeds and the distribution of securities by such issuer until the disclosures required under subparagraph (A) have been made; and\n\n(C) provide a right of rescission to shareholders of such securities.\n\n(2) The Commission may, as it determines consistent with the public interest and the protection of investors, by rule or order exempt any issuer or class of issuers from the rules prescribed under paragraph (1).\n\n(3) For purposes of paragraph (1) of this subsection, the term “blank check company” means any development stage company that is issuing a penny stock (within the meaning of section 78c(a)(51) of this title) and that—\n\n(A) has no specific business plan or purpose; or\n\n(B) has indicated that its business plan is to merge with an unidentified company or companies.\n\n(c) Disclosure requirements\n\n(1) In general The Commission shall adopt regulations under this subsection requiring each issuer of an asset-backed security to disclose, for each tranche or class of security, information regarding the assets backing that security.\n\n(2) Content of regulations In adopting regulations under this subsection, the Commission shall—\n\n(A) set standards for the format of the data provided by issuers of an asset-backed security, which shall, to the extent feasible, facilitate comparison of such data across securities in similar types of asset classes; and\n\n(B) require issuers of asset-backed securities, at a minimum, to disclose asset-level or loan-level data, if such data are necessary for investors to independently perform due diligence, including—\n\n(i) data having unique identifiers relating to loan brokers or originators;\n\n(ii) the nature and extent of the compensation of the broker or originator of the assets backing the security; and\n\n(iii) the amount of risk retention by the originator and the securitizer of such assets.\n\n(3) Data standards for asset-backed securities disclosures\n\n(A) Requirement The Commission shall, by rule, adopt data standards for all disclosures required under this subsection.\n\n(B) Consistency The data standards required under subparagraph (A) shall incorporate, and ensure compatibility with (to the extent feasible), all applicable data standards established in the rules promulgated under section 5334 of title 12, including, to the extent practicable, by having the characteristics described in clauses (i) through (vi) of subsection (c)(1)(B) of such section 5334.\n\n(d) Registration statement for asset-backed securities Not later than 180 days after July 21, 2010, the Commission shall issue rules relating to the registration statement required to be filed by any issuer of an asset-backed security (as that term is defined in section 78c(a)(77) [1] of this title) that require any issuer of an asset-backed security—\n\n(1) to perform a review of the assets underlying the asset-backed security; and\n\n(2) to disclose the nature of the review under paragraph (1).", - "source_url": "https://www.law.cornell.edu/uscode/text/15/77g" - }, - { - "key": "securities-act:8", - "heading": "Securities Act § 8 — Taking effect of registration statements and amendments thereto (15 U.S.C. § 77h)", - "text": "(a) Effective date of registration statement Except as hereinafter provided, the effective date of a registration statement shall be the twentieth day after the filing thereof or such earlier date as the Commission may determine, having due regard to the adequacy of the information respecting the issuer theretofore available to the public, to the facility with which the nature of the securities to be registered, their relationship to the capital structure of the issuer and the rights of holders thereof can be understood, and to the public interest and the protection of investors. If any amendment to any such statement is filed prior to the effective date of such statement, the registration statement shall be deemed to have been filed when such amendment was filed; except that an amendment filed with the consent of the Commission, prior to the effective date of the registration statement, or filed pursuant to an order of the Commission, shall be treated as a part of the registration statement.\n\n(b) Incomplete or inaccurate registration statement If it appears to the Commission that a registration statement is on its face incomplete or inaccurate in any material respect, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice not later than ten days after the filing of the registration statement, and opportunity for hearing (at a time fixed by the Commission) within ten days after such notice by personal service or the sending of such telegraphic notice, issue an order prior to the effective date of registration refusing to permit such statement to become effective until it has been amended in accordance with such order. When such statement has been amended in accordance with such order the Commission shall so declare and the registration shall become effective at the time provided in subsection (a) or upon the date of such declaration, whichever date is the later.\n\n(c) Effective date of amendment to registration statement An amendment filed after the effective date of the registration statement, if such amendment, upon its face, appears to the Commission not to be incomplete or inaccurate in any material respect, shall become effective on such date as the Commission may determine, having due regard to the public interest and the protection of investors.\n\n(d) Untrue statements or omissions in registration statement If it appears to the Commission at any time that the registration statement includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may, after notice by personal service or the sending of confirmed telegraphic notice, and after opportunity for hearing (at a time fixed by the Commission) within fifteen days after such notice by personal service or the sending of such telegraphic notice, issue a stop order suspending the effectiveness of the registration statement. When such statement has been amended in accordance with such stop order, the Commission shall so declare and thereupon the stop order shall cease to be effective.\n\n(e) Examination for issuance of stop order The Commission is empowered to make an examination in any case in order to determine whether a stop order should issue under subsection (d). In making such examination the Commission or any officer or officers designated by it shall have access to and may demand the production of any books and papers of, and may administer oaths and affirmations to and examine, the issuer, underwriter, or any other person, in respect of any matter relevant to the examination, and may, in its discretion, require the production of a balance sheet exhibiting the assets and liabilities of the issuer, or its income statement, or both, to be certified to by a public or certified accountant approved by the Commission. If the issuer or underwriter shall fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such conduct shall be proper ground for the issuance of a stop order.\n\n(f) Notice requirements Any notice required under this section shall be sent to or served on the issuer, or, in case of a foreign government or political subdivision thereof, to or on the underwriter, or, in the case of a foreign or Territorial person, to or on its duly authorized representative in the United States named in the registration statement, properly directed in each case of telegraphic notice to the address given in such statement.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/77h" - }, - { - "key": "securities-act:2", - "heading": "Securities Act § 2 — Definitions; promotion of efficiency, competition, and capital formation (15 U.S.C. § 77b)", - "text": "(a) Definitions When used in this subchapter, unless the context otherwise requires—\n(1)\nThe term “security” means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.\n\n(2)\nThe term “person” means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. As used in this paragraph the term “trust” shall include only a trust where the interest or interests of the beneficiary or beneficiaries are evidenced by a security.\n\n(3)\nThe term “sale” or “sell” shall include every contract of sale or disposition of a security or interest in a security, for value. The term “offer to sell”, “offer for sale”, or “offer” shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. The terms defined in this paragraph and the term “offer to buy” as used in subsection (c) of section 77e of this title shall not include preliminary negotiations or agreements between an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer) and any underwriter or among underwriters who are or are to be in privity of contract with an issuer (or any person directly or indirectly controlling or controlled by an issuer, or under direct or indirect common control with an issuer). Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing, shall be conclusively presumed to constitute a part of the subject of such purchase and to have been offered and sold for value. The issue or transfer of a right or privilege, when originally issued or transferred with a security, giving the holder of such security the right to convert such security into another security of the same issuer or of another person, or giving a right to subscribe to another security of the same issuer or of another person, which right cannot be exercised until some future date, shall not be deemed to be an offer or sale of such other security; but the issue or transfer of such other security upon the exercise of such right of conversion or subscription shall be deemed a sale of such other security. Any offer or sale of a security futures product by or on behalf of the issuer of the securities underlying the security futures product, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell the underlying securities. Any offer or sale of a security-based swap by or on behalf of the issuer of the securities upon which such security-based swap is based or is referenced, an affiliate of the issuer, or an underwriter, shall constitute a contract for sale of, sale of, offer for sale, or offer to sell such securities. The publication or distribution by a broker or dealer of a research report about an emerging growth company that is the subject of a proposed public offering of the common equity securities of such emerging growth company pursuant to a registration statement that the issuer proposes to file, or has filed, or that is effective shall be deemed for purposes of paragraph (10) of this subsection and section 77e(c) of this title not to constitute an offer for sale or offer to sell a security, even if the broker or dealer is participating or will participate in the registered offering of the securities of the issuer. As used in this paragraph, the term “research report” means a written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.\n\n(4)\nThe term “issuer” means every person who issues or proposes to issue any security; except that with respect to certificates of deposit, voting-trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type, the term “issuer” means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which such securities are issued; except that in the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity; except that with respect to equipment-trust certificates or like securities, the term “issuer” means the person by whom the equipment or property is or is to be used; and except that with respect to fractional undivided interests in oil, gas, or other mineral rights, the term “issuer” means the owner of any such right or of any interest in such right (whether whole or fractional) who creates fractional interests therein for the purpose of public offering.\n\n(5)\nThe term “Commission” means the Securities and Exchange Commission.\n\n(6)\nThe term “Territory” means Puerto Rico, the Virgin Islands, and the insular possessions of the United States.\n\n(7)\nThe term “interstate commerce” means trade or commerce in securities or any transportation or communication relating thereto among the several States or between the District of Columbia or any Territory of the United States and any State or other Territory, or between any foreign country and any State, Territory, or the District of Columbia, or within the District of Columbia.\n\n(8)\nThe term “registration statement” means the statement provided for in section 77f of this title, and includes any amendment thereto and any report, document, or memorandum filed as part of such statement or incorporated therein by reference.\n\n(9)\nThe term “write” or “written” shall include printed, lithographed, or any means of graphic communication.\n\n(10)\nThe term “prospectus” means any prospectus, notice, circular, advertisement, letter, or communication, written or by radio or television, which offers any security for sale or confirms the sale of any security; except that (a) a communication sent or given after the effective date of the registration statement (other than a prospectus permitted under subsection (b) of section 77j of this title) shall not be deemed a prospectus if it is proved that prior to or at the same time with such communication a written prospectus meeting the requirements of subsection (a) of section 77j of this title at the time of [1] such communication was sent or given to the person to whom the communication was made, and (b) a notice, circular, advertisement, letter, or communication in respect of a security shall not be deemed to be a prospectus if it states from whom a written prospectus meeting the requirements of section 77j of this title may be obtained and, in addition, does no more than identify the security, state the price thereof, state by whom orders will be executed, and contain such other information as the Commission, by rules or regulations deemed necessary or appropriate in the public interest and for the protection of investors, and subject to such terms and conditions as may be prescribed therein, may permit.\n\n(11)\nThe term “underwriter” means 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’ commission. 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.\n\n(12)\nThe term “dealer” means any person who engages either for all or part of his time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person.\n\n(13)\nThe term “insurance company” means a company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the insurance commissioner, or a similar official or agency, of a State or territory or the District of Columbia; or any receiver or similar official or any liquidating agent for such company, in his capacity as such.\n\n(14)\nThe term “separate account” means an account established and maintained by an insurance company pursuant to the laws of any State or territory of the United States, the District of Columbia, or of Canada or any province thereof, under which income, gains and losses, whether or not realized, from assets allocated to such account, are, in accordance with the applicable contract, credited to or charged against such account without regard to other income, gains, or losses of the insurance company.\n\n(15) The term “accredited investor” shall mean—\n(i)\na bank as defined in section 77c(a)(2) of this title whether acting in its individual or fiduciary capacity; an insurance company as defined in paragraph (13) of this subsection; an investment company registered under the Investment Company Act of 1940 [15 U.S.C. 80a–1 et seq.] or a business development company as defined in section 2(a)(48) of that Act [15 U.S.C. 80a–2(a)(48)]; a Small Business Investment Company licensed by the Small Business Administration; or an employee benefit plan, including an individual retirement account, which is subject to the provisions of the Employee Retirement Income Security Act of 1974 [29 U.S.C. 1001 et seq.], if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act [29 U.S.C. 1002(21)], which is either a bank, insurance company, or registered investment adviser; or\n\n(ii)\nany person who, on the basis of such factors as financial sophistication, net worth, knowledge, and experience in financial matters, or amount of assets under management qualifies as an accredited investor under rules and regulations which the Commission shall prescribe.\n\n(16)\nThe terms “security future”, “narrow-based security index”, and “security futures product” have the same meanings as provided in section 78c(a)(55) of this title.\n\n(17)\nThe terms “swap” and “security-based swap” have the same meanings as in section 1a of title 7.\n\n(18)\nThe terms “purchase” or “sale” of a security-based swap shall be deemed to mean the execution, termination (prior to its scheduled maturity date), assignment, exchange, or similar transfer or conveyance of, or extinguishing of rights or obligations under, a security-based swap, as the context may require.\n\n(19) The term “emerging growth company” means an issuer that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. An issuer that is an emerging growth company as of the first day of that fiscal year shall continue to be deemed an emerging growth company until the earliest of—\n(A)\nthe last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;\n\n(B)\nthe last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this subchapter;\n\n(C)\nthe date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or\n\n(D)\nthe date on which such issuer is deemed to be a “large accelerated filer”, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.\n\n(b) Consideration of promotion of efficiency, competition, and capital formation\n\nWhenever pursuant to this subchapter the Commission is engaged in rulemaking and is required to consider or determine whether an action is necessary or appropriate in the public interest, the Commission shall also consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/77b" - }, - { - "key": "securities-act:11", - "heading": "Securities Act § 11 — Civil liabilities on account of false registration statement (15 U.S.C. § 77k)", - "text": "(a) Persons possessing cause of action; persons liable In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring such security (unless it is proved that at the time of such acquisition he knew of such untruth or omission) may, either at law or in equity, in any court of competent jurisdiction, sue—\n(1)\nevery person who signed the registration statement;\n\n(2)\nevery person who was a director of (or person performing similar functions) or partner in the issuer at the time of the filing of the part of the registration statement with respect to which his liability is asserted;\n\n(3)\nevery person who, with his consent, is named in the registration statement as being or about to become a director, person performing similar functions, or partner;\n\n(4)\nevery accountant, engineer, or appraiser, or any person whose profession gives authority to a statement made by him, who has with his consent been named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report, or valuation, which purports to have been prepared or certified by him;\n\n(5)\nevery underwriter with respect to such security.\n\nIf such person acquired the security after the issuer has made generally available to its security holders an earning statement covering a period of at least twelve months beginning after the effective date of the registration statement, then the right of recovery under this subsection shall be conditioned on proof that such person acquired the security relying upon such untrue statement in the registration statement or relying upon the registration statement and not knowing of such omission, but such reliance may be established without proof of the reading of the registration statement by such person.\n\n(b) Persons exempt from liability upon proof of issues Notwithstanding the provisions of subsection (a) no person, other than the issuer, shall be liable as provided therein who shall sustain the burden of proof—\n(1)\nthat before the effective date of the part of the registration statement with respect to which his liability is asserted (A) he had resigned from or had taken such steps as are permitted by law to resign from, or ceased or refused to act in, every office, capacity, or relationship in which he was described in the registration statement as acting or agreeing to act, and (B) he had advised the Commission and the issuer in writing that he had taken such action and that he would not be responsible for such part of the registration statement; or\n\n(2)\nthat if such part of the registration statement became effective without his knowledge, upon becoming aware of such fact he forthwith acted and advised the Commission, in accordance with paragraph (1) of this subsection, and, in addition, gave reasonable public notice that such part of the registration statement had become effective without his knowledge; or\n\n(3)\nthat (A) as regards any part of the registration statement not purporting to be made on the authority of an expert, and not purporting to be a copy of or extract from a report or valuation of an expert, and not purporting to be made on the authority of a public official document or statement, he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) as regards any part of the registration statement purporting to be made upon his authority as an expert or purporting to be a copy of or extract from a report or valuation of himself as an expert, (i) he had, after reasonable investigation, reasonable ground to believe and did believe, at the time such part of the registration statement became effective, that the statements therein were true and that there was no omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) such part of the registration statement did not fairly represent his statement as an expert or was not a fair copy of or extract from his report or valuation as an expert; and (C) as regards any part of the registration statement purporting to be made on the authority of an expert (other than himself) or purporting to be a copy of or extract from a report or valuation of an expert (other than himself), he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement of the expert or was not a fair copy of or extract from the report or valuation of the expert; and (D) as regards any part of the registration statement purporting to be a statement made by an official person or purporting to be a copy of or extract from a public official document, he had no reasonable ground to believe and did not believe, at the time such part of the registration statement became effective, that the statements therein were untrue, or that there was an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that such part of the registration statement did not fairly represent the statement made by the official person or was not a fair copy of or extract from the public official document.\n\n(c) Standard of reasonableness\n\nIn determining, for the purpose of paragraph (3) of subsection (b) of this section, what constitutes reasonable investigation and reasonable ground for belief, the standard of reasonableness shall be that required of a prudent man in the management of his own property.\n\n(d) Effective date of registration statement with regard to underwriters\n\nIf any person becomes an underwriter with respect to the security after the part of the registration statement with respect to which his liability is asserted has become effective, then for the purposes of paragraph (3) of subsection (b) of this section such part of the registration statement shall be considered as having become effective with respect to such person as of the time when he became an underwriter.\n\n(e) Measure of damages; undertaking for payment of costs\n\nThe suit authorized under subsection (a) may be to recover such damages as shall represent the difference between the amount paid for the security (not exceeding the price at which the security was offered to the public) and (1) the value thereof as of the time such suit was brought, or (2) the price at which such security shall have been disposed of in the market before suit, or (3) the price at which such security shall have been disposed of after suit but before judgment if such damages shall be less than the damages representing the difference between the amount paid for the security (not exceeding the price at which the security was offered to the public) and the value thereof as of the time such suit was brought: Provided, That if the defendant proves that any portion or all of such damages represents other than the depreciation in value of such security resulting from such part of the registration statement, with respect to which his liability is asserted, not being true or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading, such portion of or all such damages shall not be recoverable. In no event shall any underwriter (unless such underwriter shall have knowingly received from the issuer for acting as an underwriter some benefit, directly or indirectly, in which all other underwriters similarly situated did not share in proportion to their respective interests in the underwriting) be liable in any suit or as a consequence of suits authorized under subsection (a) for damages in excess of the total price at which the securities underwritten by him and distributed to the public were offered to the public. In any suit under this or any other section of this subchapter the court may, in its discretion, require an undertaking for the payment of the costs of such suit, including reasonable attorney’s fees, and if judgment shall be rendered against a party litigant, upon the motion of the other party litigant, such costs may be assessed in favor of such party litigant (whether or not such undertaking has been required) if the court believes the suit or the defense to have been without merit, in an amount sufficient to reimburse him for the reasonable expenses incurred by him, in connection with such suit, such costs to be taxed in the manner usually provided for taxing of costs in the court in which the suit was heard.\n\n(f) Joint and several liability; liability of outside director\n(1)\nExcept as provided in paragraph (2), all or any one or more of the persons specified in subsection (a) shall be jointly and severally liable, and every person who becomes liable to make any payment under this section may recover contribution as in cases of contract from any person who, if sued separately, would have been liable to make the same payment, unless the person who has become liable was, and the other was not, guilty of fraudulent misrepresentation.\n\n(2)\n(A)\nThe liability of an outside director under subsection (e) shall be determined in accordance with section 78u–4(f) of this title.\n\n(B)\nFor purposes of this paragraph, the term “outside director” shall have the meaning given such term by rule or regulation of the Commission.\n\n(g) Offering price to public as maximum amount recoverable\n\nIn no case shall the amount recoverable under this section exceed the price at which the security was offered to the public.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/77k" - }, - { - "key": "securities-act:22", - "heading": "Securities Act § 22 — Jurisdiction of offenses and suits (15 U.S.C. § 77v)", - "text": "(a) Federal and State courts; venue; service of process; review; removal; costs\n\nThe district courts of the United States and the United States courts of any Territory shall have jurisdiction of offenses and violations under this subchapter and under the rules and regulations promulgated by the Commission in respect thereto, and, concurrent with State and Territorial courts, except as provided in section 77p of this title with respect to covered class actions, of all suits in equity and actions at law brought to enforce any liability or duty created by this subchapter. Any such suit or action may be brought in the district wherein the defendant is found or is an inhabitant or transacts business, or in the district where the offer or sale took place, if the defendant participated therein, and process in such cases may be served in any other district of which the defendant is an inhabitant or wherever the defendant may be found. In any action or proceeding instituted by the Commission under this subchapter in a United States district court for any judicial district, a subpoena issued to compel the attendance of a witness or the production of documents or tangible things (or both) at a hearing or trial may be served at any place within the United States. Rule 45(c)(3)(A)(ii) of the Federal Rules of Civil Procedure shall not apply to a subpoena issued under the preceding sentence. Judgments and decrees so rendered shall be subject to review as provided in sections 1254, 1291, 1292, and 1294 of title 28. Except as provided in section 77p(c) of this title, no case arising under this subchapter and brought in any State court of competent jurisdiction shall be removed to any court of the United States. No costs shall be assessed for or against the Commission in any proceeding under this subchapter brought by or against it in the Supreme Court or such other courts.\n\n(b) Contumacy or refusal to obey subpena; contempt\n\nIn case of contumacy or refusal to obey a subpena issued to any person, any of the said United States courts, within the jurisdiction of which said person guilty of contumacy or refusal to obey is found or resides, upon application by the Commission may issue to such person an order requiring such person to appear before the Commission, or one of its examiners designated by it, there to produce documentary evidence if so ordered, or there to give evidence touching the matter in question; and any failure to obey such order of the court may be punished by said court as a contempt thereof.\n\n(c) Extraterritorial jurisdiction The district courts of the United States and the United States courts of any Territory shall have jurisdiction of an action or proceeding brought or instituted by the Commission or the United States alleging a violation of section 77q(a) of this title involving—\n(1)\nconduct within the United States that constitutes significant steps in furtherance of the violation, even if the securities transaction occurs outside the United States and involves only foreign investors; or\n\n(2)\nconduct occurring outside the United States that has a foreseeable substantial effect within the United States.", - "source_url": "https://www.law.cornell.edu/uscode/text/15/77v" - } - ] -} diff --git a/demo/bootstrap_authorities.py b/demo/bootstrap_authorities.py deleted file mode 100644 index 63177a574..000000000 --- a/demo/bootstrap_authorities.py +++ /dev/null @@ -1,47 +0,0 @@ -"""Bootstrap authority corpora from the seed JSONs in demo/authority_seeds/. - -Run inside the Django container: - - docker compose -f local.yml run --rm django \ - python manage.py shell -c "exec(open('/app/demo/bootstrap_authorities.py').read())" - -Set CREATOR_ID to the user who should own the authority corpora (must also be -able to read the filing corpora you intend to link). -""" - -import json -import pathlib - -from opencontractserver.enrichment.authorities import ( - AuthorityCorpusBootstrapper, - AuthoritySection, -) - -CREATOR_ID = 1 -SEED_DIR = pathlib.Path("/app/demo/authority_seeds") - -bootstrapper = AuthorityCorpusBootstrapper() -for seed_path in sorted(SEED_DIR.glob("*.json")): - spec = json.loads(seed_path.read_text()) - sections = [ - AuthoritySection( - key=s["key"], - heading=s["heading"], - text=s["text"], - source_url=s.get("source_url"), - ) - for s in spec["sections"] - ] - out = bootstrapper.bootstrap( - creator_id=CREATOR_ID, - corpus_title=spec["corpus_title"], - sections=sections, - aliases=spec.get("aliases"), - ) - print( - f"{spec['corpus_title']}: corpus {out['corpus_id']} " - f"(created={out['corpus_created']}) " - f"+{out['documents_created']} ~{out['documents_updated']} " - f"={out['documents_skipped']} skipped " - f"^{out['documents_restamped']} restamped" - ) diff --git a/demo/export_governance_graph.py b/demo/export_governance_graph.py deleted file mode 100644 index 64c08f12c..000000000 --- a/demo/export_governance_graph.py +++ /dev/null @@ -1,205 +0,0 @@ -"""Export the cross-corpus governance graph to JSON for the demo visualization. - -Run inside the Django container: - - docker compose -f local.yml run --rm -v "$PWD/demo:/app/demo" django \ - python manage.py shell -c "exec(open('/app/demo/export_governance_graph.py').read())" - -Builds a node-link graph across every corpus that has CorpusReference rows, -plus every authority corpus they resolve into: - -* nodes — documents (filing primaries, exhibits, statute sections) and - "ghost" nodes for still-EXTERNAL law citations (cited but no - authority document yet). -* edges — DocumentRelationship rows (intra-corpus doc->doc reference edges) - and CorpusReference rows (LAW links, resolved cross-corpus or - external), weighted by mention count. - -Output: /app/demo/governance_graph.json (mounted back to ./demo). -""" - -import json -import re -from collections import Counter, defaultdict - -from opencontractserver.annotations.models import CorpusReference -from opencontractserver.corpuses.models import Corpus -from opencontractserver.documents.models import Document, DocumentRelationship -from opencontractserver.enrichment.authorities import candidate_keys - -OUT_PATH = "/app/demo/governance_graph.json" - -# Company name = title up to the filing-type marker, e.g. -# "Fervo Energy Company S-1 (2025-12-19) - Exhibit 10.12" -> "Fervo Energy Company". -_COMPANY_RE = re.compile(r"^(?P.+?)\s+(?:S-1|S-1/A|Form D|10-K|10-Q|8-K)\b") - -AUTHORITY_DISPLAY = { - "dgcl": "DGCL", - "securities-act": "Securities Act", - "exchange-act": "Exchange Act", - "irc": "IRC", - "sec-rule": "SEC Rule", - "ica": "ICA", - "iaa": "IAA", -} - - -def company_of(title: str) -> str | None: - m = _COMPANY_RE.match(title or "") - return m.group("co") if m else None - - -# Fallback grouping when a document title carries no filing-type marker -# (e.g. Form D SPV notices): group by the corpus, labeled from its title head. -def corpus_group_name(corpus_title: str) -> str: - return (corpus_title or "").split("—")[0].split(" - ")[0].strip()[:40] - - -def doc_kind(doc: Document) -> str: - if (doc.custom_meta or {}).get("canonical_key"): - return "statute" - if "exhibit" in (doc.title or "").lower(): - return "exhibit" - return "primary" - - -def short_label(doc: Document) -> str: - title = doc.title or f"doc {doc.id}" - meta = doc.custom_meta or {} - if meta.get("canonical_key"): - # "DGCL § 145 — Indemnification ..." -> "DGCL § 145" - return title.split("—")[0].split("(")[0].strip() - # Exhibit numbers may be parenthesised: "Exhibit 10.(2)(A)", "Exhibit 10.12(A)". - m = re.search(r"Exhibit\s+\d+\.[\d.]*(?:\([0-9A-Za-z]+\))*", title, re.IGNORECASE) - if m: - co = company_of(title) - return f"{co.split()[0]} {m.group(0)}" if co else m.group(0) - co = company_of(title) - return f"{co} S-1" if co else title[:40] - - -authority_corpora = list( - Corpus.objects.filter( - id__in=CorpusReference.objects.filter(target_corpus__isnull=False).values( - "target_corpus_id" - ) - ).order_by("id") -) -# An authority corpus can itself carry references (statutes cite statutes); -# classify it as authority, not filing. -filing_corpora = list( - Corpus.objects.filter(references__isnull=False) - .exclude(id__in=[c.id for c in authority_corpora]) - .distinct() - .order_by("id") -) -ref_corpora = filing_corpora + authority_corpora - -refs = CorpusReference.objects.filter( - corpus__in=ref_corpora, reference_type="LAW" -).select_related("source_annotation") - -doc_ids: set[int] = set() -ghost_keys: set[str] = set() -edge_weight: Counter = Counter() # (src_node, tgt_node, type) -> mentions - -for ref in refs: - src_doc = ref.source_annotation.document_id - if ref.reference_type == "LAW": - doc_ids.add(src_doc) - if ref.target_document_id: - if ref.target_document_id == src_doc: - continue # self-citation ("this section") — no edge to draw - doc_ids.add(ref.target_document_id) - edge_weight[(f"doc:{src_doc}", f"doc:{ref.target_document_id}", "LAW")] += 1 - elif ref.canonical_key: - # Roll unresolved keys up to their section root so subsection - # variants (506(b)/(c)/(d)) share one ghost node. - root = candidate_keys(ref.canonical_key)[-1] - ghost_keys.add(root) - edge_weight[(f"doc:{src_doc}", f"key:{root}", "LAW_EXTERNAL")] += 1 - -for rel in DocumentRelationship.objects.filter(corpus__in=ref_corpora): - doc_ids.add(rel.source_document_id) - doc_ids.add(rel.target_document_id) - edge_weight[ - (f"doc:{rel.source_document_id}", f"doc:{rel.target_document_id}", "DOCUMENT") - ] += 1 - -degree: Counter = Counter() -for (src, tgt, _t), w in edge_weight.items(): - degree[src] += w - degree[tgt] += w - -docs = {d.id: d for d in Document.objects.filter(id__in=doc_ids)} -doc_corpus = defaultdict(set) -for c in filing_corpora + authority_corpora: - for did in c.document_paths.filter( - is_current=True, is_deleted=False, document_id__in=doc_ids - ).values_list("document_id", flat=True): - doc_corpus[did].add(c.id) - -corpus_titles = {c.id: c.title for c in filing_corpora + authority_corpora} -filing_ids = {c.id for c in filing_corpora} - -nodes = [] -for did, doc in docs.items(): - cid = sorted(doc_corpus.get(did, set()))[0] if doc_corpus.get(did) else None - kind = doc_kind(doc) - company = company_of(doc.title or "") - if company is None and kind != "statute" and cid in filing_ids: - company = corpus_group_name(corpus_titles.get(cid, "")) - nodes.append( - { - "id": f"doc:{did}", - "label": short_label(doc), - "title": doc.title, - "kind": kind, - "corpus_id": cid, - "company": company, - "authority": (doc.custom_meta or {}).get("authority"), - "degree": degree[f"doc:{did}"], - } - ) -for key in sorted(ghost_keys): - prefix = key.split(":", 1)[0] - nodes.append( - { - "id": f"key:{key}", - "label": f"{AUTHORITY_DISPLAY.get(prefix, prefix)} § {key.split(':', 1)[1]}", - "title": key, - "kind": "external", - "corpus_id": None, - "company": None, - "authority": prefix, - "degree": degree[f"key:{key}"], - } - ) - -edges = [ - {"source": src, "target": tgt, "type": typ, "weight": w} - for (src, tgt, typ), w in sorted(edge_weight.items()) -] - -graph = { - "corpora": [ - {"id": c.id, "title": c.title, "kind": "filing"} for c in filing_corpora - ] - + [{"id": c.id, "title": c.title, "kind": "authority"} for c in authority_corpora], - "nodes": nodes, - "edges": edges, - "stats": { - "documents": len(docs), - "external_keys": len(ghost_keys), - "edges": len(edges), - "mentions": sum(edge_weight.values()), - }, -} - -with open(OUT_PATH, "w") as f: - json.dump(graph, f, indent=1) - -print( - f"governance graph: {len(nodes)} nodes, {len(edges)} edges, " - f"{graph['stats']['mentions']} mentions -> {OUT_PATH}" -) diff --git a/demo/governance_graph.html b/demo/governance_graph.html deleted file mode 100644 index db0f87df2..000000000 --- a/demo/governance_graph.html +++ /dev/null @@ -1,360 +0,0 @@ - - - - -The Governance Graph - - - - -

      -

      The Governance Graph — how an IPO is wired to the law

      -

      - Every explicit reference detected across SEC - filings — drafted by the world's top law firms — extracted and - resolved automatically. Filing documents cite their exhibits; every - statutory citation is resolved to the actual section text of the - Delaware General Corporation Law, the Securities Act of 1933, - the Exchange Act of 1934, and the Internal Revenue Code. -

      -
      - -
      -
      -
      -
      - - - - diff --git a/demo/governance_graph.json b/demo/governance_graph.json deleted file mode 100644 index 2a8365fe9..000000000 --- a/demo/governance_graph.json +++ /dev/null @@ -1,8092 +0,0 @@ -{ - "corpora": [ - { - "id": 25, - "title": "Select 2026 IPO S-1 Filings (SpaceX, Fervo Energy)", - "kind": "filing" - }, - { - "id": 31, - "title": "Cerebras Systems Inc. \u2014 Form S-1 IPO Registration Statement", - "kind": "filing" - }, - { - "id": 32, - "title": "Quantinuum Inc. \u2014 Form S-1 IPO Registration Statement", - "kind": "filing" - }, - { - "id": 33, - "title": "Anthropic-named Form D Issuers \u2014 Secondary-Market SPVs", - "kind": "filing" - }, - { - "id": 34, - "title": "Cerebras Systems Inc. \u2014 Form S-1 IPO Registration Statement", - "kind": "filing" - }, - { - "id": 35, - "title": "Quantinuum Inc. \u2014 Form S-1 IPO Registration Statement", - "kind": "filing" - }, - { - "id": 26, - "title": "Delaware General Corporation Law (Title 8, Ch. 1)", - "kind": "authority" - }, - { - "id": 27, - "title": "Securities Exchange Act of 1934", - "kind": "authority" - }, - { - "id": 28, - "title": "Internal Revenue Code", - "kind": "authority" - }, - { - "id": 29, - "title": "Securities Act of 1933", - "kind": "authority" - }, - { - "id": 36, - "title": "Investment Company Act of 1940", - "kind": "authority" - }, - { - "id": 37, - "title": "SEC Rules \u2014 Securities Offering & Trading (17 C.F.R.)", - "kind": "authority" - } - ], - "nodes": [ - { - "id": "doc:744", - "label": "SPACE EXPLORATION TECHNOLOGIES CORP S-1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - primary document", - "kind": "primary", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 62 - }, - { - "id": "doc:746", - "label": "SPACE EXPLORATION TECHNOLOGIES CORP S-1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit FILING FEES", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 3 - }, - { - "id": "doc:748", - "label": "SPACE Exhibit 2.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 2.1: EX-2.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 3 - }, - { - "id": "doc:750", - "label": "SPACE Exhibit 3.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 3.1: EX-3.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 4 - }, - { - "id": "doc:752", - "label": "SPACE Exhibit 3.2", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 3.2: EX-3.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 19 - }, - { - "id": "doc:754", - "label": "SPACE Exhibit 4.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 4.1: EX-4.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:756", - "label": "SPACE Exhibit 4.2", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 4.2: EX-4.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 15 - }, - { - "id": "doc:758", - "label": "SPACE Exhibit 5.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 5.1: EX-5.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:760", - "label": "SPACE Exhibit 10.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.1: EX-10.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 3 - }, - { - "id": "doc:762", - "label": "SPACE Exhibit 10.2", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.2: EX-10.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:764", - "label": "SPACE Exhibit 10.3", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.3: EX-10.3", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 14 - }, - { - "id": "doc:766", - "label": "SPACE Exhibit 10.4", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.4: EX-10.4", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 10 - }, - { - "id": "doc:768", - "label": "SPACE Exhibit 10.5", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.5: EX-10.5", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 18 - }, - { - "id": "doc:770", - "label": "SPACE Exhibit 10.6", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.6: EX-10.6", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:772", - "label": "SPACE Exhibit 10.7", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.7: EX-10.7", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 1 - }, - { - "id": "doc:774", - "label": "SPACE Exhibit 10.8", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.8: EX-10.8", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 7 - }, - { - "id": "doc:776", - "label": "SPACE Exhibit 10.9", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 10.9: EX-10.9", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:778", - "label": "SPACE Exhibit 21.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 21.1: EX-21.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:780", - "label": "SPACE Exhibit 23.1", - "title": "SPACE EXPLORATION TECHNOLOGIES CORP S-1 (2026-05-20) - Exhibit 23.1: EX-23.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "SPACE EXPLORATION TECHNOLOGIES CORP", - "authority": null, - "degree": 2 - }, - { - "id": "doc:784", - "label": "Fervo Energy Co S-1", - "title": "Fervo Energy Co S-1 (2026-04-17) - primary document", - "kind": "primary", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 93 - }, - { - "id": "doc:786", - "label": "Fervo Energy Co S-1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit FILING FEES", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 3 - }, - { - "id": "doc:788", - "label": "Fervo Exhibit 3.1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.1: EX-3.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:790", - "label": "Fervo Exhibit 3.2", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.2: EX-3.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 6 - }, - { - "id": "doc:792", - "label": "Fervo Exhibit 3.3", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.3: EX-3.3", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:794", - "label": "Fervo Exhibit 3.4", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 3.4: EX-3.4", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 30 - }, - { - "id": "doc:796", - "label": "Fervo Exhibit 4.1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 4.1: EX-4.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 3 - }, - { - "id": "doc:798", - "label": "Fervo Exhibit 10.(2)(A)", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.(2)(A): EX-10.(2)(A)", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 10 - }, - { - "id": "doc:800", - "label": "Fervo Exhibit 10.(2)(B)", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.(2)(B): EX-10.(2)(B)", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 10 - }, - { - "id": "doc:802", - "label": "Fervo Exhibit 10.1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.1: EX-10.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 6 - }, - { - "id": "doc:804", - "label": "Fervo Exhibit 10.2", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.2: EX-10.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 10 - }, - { - "id": "doc:806", - "label": "Fervo Exhibit 10.3", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.3: EX-10.3", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 3 - }, - { - "id": "doc:808", - "label": "Fervo Exhibit 10.4", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.4: EX-10.4", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:810", - "label": "Fervo Exhibit 10.5", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.5: EX-10.5", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:812", - "label": "Fervo Exhibit 10.6", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.6: EX-10.6", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:814", - "label": "Fervo Exhibit 10.9", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.9: EX-10.9", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:816", - "label": "Fervo Exhibit 10.10", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.10: EX-10.10", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:818", - "label": "Fervo Exhibit 10.11", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.11: EX-10.11", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:820", - "label": "Fervo Exhibit 10.12", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.12: EX-10.12", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:822", - "label": "Fervo Exhibit 10.13", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.13: EX-10.13", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:824", - "label": "Fervo Exhibit 10.14", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.14: EX-10.14", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:826", - "label": "Fervo Exhibit 10.15", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.15: EX-10.15", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:828", - "label": "Fervo Exhibit 10.16", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 10.16: EX-10.16", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 6 - }, - { - "id": "doc:830", - "label": "Fervo Exhibit 21.1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 21.1: EX-21.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:832", - "label": "Fervo Exhibit 23.1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 23.1: EX-23.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 2 - }, - { - "id": "doc:834", - "label": "Fervo Exhibit 23.2", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 23.2: EX-23.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:836", - "label": "Fervo Exhibit 99.1", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.1: EX-99.1", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:838", - "label": "Fervo Exhibit 99.2", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.2: EX-99.2", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:840", - "label": "Fervo Exhibit 99.3", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.3: EX-99.3", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:842", - "label": "Fervo Exhibit 99.4", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.4: EX-99.4", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:844", - "label": "Fervo Exhibit 99.5", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.5: EX-99.5", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:846", - "label": "Fervo Exhibit 99.6", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.6: EX-99.6", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:848", - "label": "Fervo Exhibit 99.7", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.7: EX-99.7", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:850", - "label": "Fervo Exhibit 99.8", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.8: EX-99.8", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:852", - "label": "Fervo Exhibit 99.9", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.9: EX-99.9", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:854", - "label": "Fervo Exhibit 99.10", - "title": "Fervo Energy Co S-1 (2026-04-17) - Exhibit 99.10: EX-99.10", - "kind": "exhibit", - "corpus_id": 25, - "company": "Fervo Energy Co", - "authority": null, - "degree": 1 - }, - { - "id": "doc:857", - "label": "DGCL \u00a7 116", - "title": "DGCL \u00a7 116 \u2014 Document form, signature and delivery", - "kind": "statute", - "corpus_id": 26, - "company": null, - "authority": "dgcl", - "degree": 10 - }, - { - "id": "doc:858", - "label": "DGCL \u00a7 122", - "title": "DGCL \u00a7 122 \u2014 Specific powers", - "kind": "statute", - "corpus_id": 26, - "company": null, - "authority": "dgcl", - "degree": 5 - }, - { - "id": "doc:859", - "label": "DGCL \u00a7 145", - "title": "DGCL \u00a7 145 \u2014 Indemnification of officers, directors, employees and agents; insurance", - "kind": "statute", - "corpus_id": 26, - "company": null, - "authority": "dgcl", - "degree": 12 - }, - { - "id": "doc:860", - "label": "DGCL \u00a7 151", - "title": "DGCL \u00a7 151 \u2014 Classes and series of stock; redemption; rights", - 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=?UTF-8?q?Address=20review:=20malformed-ID=20guard?= =?UTF-8?q?=20+=20test,=20RUNNING=E2=86=92COMPLETED=20analysis=20lifecycle?= =?UTF-8?q?,=20batch=20path=5Frecords=20lookup,=20public=20SectionAnno,=20?= =?UTF-8?q?raise-not-assert,=20visibility-scope=20governance=20graph=20doc?= =?UTF-8?q?s?= MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit --- config/graphql/annotation_queries.py | 6 ++- opencontractserver/enrichment/resolver.py | 6 +-- .../enrichment/services/enrichment_service.py | 50 ++++++++++++------ .../services/governance_graph_service.py | 6 +-- .../tasks/corpus_analysis_tasks.py | 5 +- .../tests/test_enrichment_resolver.py | 4 +- .../tests/test_enrichment_writer.py | 52 +++++++++++++++++++ 7 files changed, 103 insertions(+), 26 deletions(-) diff --git a/config/graphql/annotation_queries.py b/config/graphql/annotation_queries.py index b9dd37d5e..1327087e6 100644 --- a/config/graphql/annotation_queries.py +++ b/config/graphql/annotation_queries.py @@ -68,9 +68,13 @@ def resolve_corpus_references(self, info, corpus_id, **kwargs) -> Any: Visibility is enforced by ``CorpusReferenceService`` (corpus-derived); no inline Tier-0 permission fusion here. """ + from opencontractserver.annotations.models import CorpusReference from opencontractserver.enrichment.services import CorpusReferenceService - pk = int(from_global_id(corpus_id)[1]) + pk_str = from_global_id(corpus_id)[1] + if not str(pk_str).isdigit(): + return CorpusReference.objects.none() + pk = int(pk_str) qs = CorpusReferenceService.for_corpus(info.context.user, pk) if kwargs.get("reference_type"): qs = qs.filter(reference_type=kwargs["reference_type"]) diff --git a/opencontractserver/enrichment/resolver.py b/opencontractserver/enrichment/resolver.py index 7aee040e9..a72ad65d4 100644 --- a/opencontractserver/enrichment/resolver.py +++ b/opencontractserver/enrichment/resolver.py @@ -42,7 +42,7 @@ def reference_type(self) -> str: @dataclass -class _SectionAnno: +class SectionAnno: """Minimal view of an OC_SECTION annotation for matching.""" id: int @@ -92,7 +92,7 @@ def resolve_section( cand: Candidate, source_doc_id: int, doc_text: str, - sections: list[_SectionAnno] | None = None, + sections: list[SectionAnno] | None = None, ) -> Resolution: heading = (cand.normalized_data.get("heading") or "").strip() res = Resolution( @@ -125,7 +125,7 @@ def resolve( cand: Candidate, source_doc_id: int, doc_text: str, - sections: list[_SectionAnno] | None = None, + sections: list[SectionAnno] | None = None, ) -> Resolution: if cand.reference_type == C.REF_LAW: res = self.resolve_law(cand) diff --git a/opencontractserver/enrichment/services/enrichment_service.py b/opencontractserver/enrichment/services/enrichment_service.py index 5649a15a5..e01ad950f 100644 --- a/opencontractserver/enrichment/services/enrichment_service.py +++ b/opencontractserver/enrichment/services/enrichment_service.py @@ -28,7 +28,7 @@ from opencontractserver.enrichment.resolver import ( ReferenceResolver, Resolution, - _SectionAnno, + SectionAnno, ) from opencontractserver.enrichment.writer import EnrichmentWriter from opencontractserver.types.enums import JobStatus @@ -55,16 +55,16 @@ def _load(self, corpus_id: int, creator_id: int): ) return user, corpus, documents - def _sections_by_doc(self, documents) -> dict[int, list[_SectionAnno]]: + def _sections_by_doc(self, documents) -> dict[int, list[SectionAnno]]: """OC_SECTION annotations grouped by document — one query per corpus.""" - sections: dict[int, list[_SectionAnno]] = {} + sections: dict[int, list[SectionAnno]] = {} rows = Annotation.objects.filter( document_id__in=[d.id for d in documents], annotation_label__text=OC_SECTION_LABEL, ).values_list("id", "raw_text", "document_id") for pk, txt, doc_id in rows: sections.setdefault(doc_id, []).append( - _SectionAnno(id=pk, raw_text=txt or "") + SectionAnno(id=pk, raw_text=txt or "") ) return sections @@ -163,13 +163,13 @@ def _get_analysis(self, corpus, creator_id: int) -> Analysis: # (Celery), the @corpus_analyzer_task wrapper owns the Analysis and # drives RUNNING -> COMPLETED/FAILED. This branch serves the direct # agent-tool / service call, which runs synchronously inside ``apply`` - # — the Analysis is created already COMPLETED because there is no - # observable in-between state to report. + # — the Analysis starts RUNNING and is set to COMPLETED on success or + # FAILED on exception by ``apply()``. return Analysis.objects.create( analyzer=analyzer, analyzed_corpus=corpus, creator_id=creator_id, - status=JobStatus.COMPLETED.value, + status=JobStatus.RUNNING.value, ) def apply( @@ -191,7 +191,14 @@ def apply( if analysis is None: analysis = self._get_analysis(corpus, creator_id) writer = EnrichmentWriter(corpus, creator_id, analysis=analysis) - res = writer.write(resolutions) + try: + res = writer.write(resolutions) + except Exception: + analysis.status = JobStatus.FAILED.value + analysis.save(update_fields=["status"]) + raise + analysis.status = JobStatus.COMPLETED.value + analysis.save(update_fields=["status"]) link = self._link_external(user, corpus) return { "corpus_id": corpus_id, @@ -221,7 +228,7 @@ def link_external_references(self, *, corpus_id: int, creator_id: int) -> dict: return self._link_external(user, corpus) def _link_external(self, user, corpus) -> dict: - from opencontractserver.documents.models import Document + from opencontractserver.documents.models import Document, DocumentPath from opencontractserver.enrichment.authorities import find_authority_target refs = ( @@ -238,20 +245,31 @@ def _link_external(self, user, corpus) -> dict: now = timezone.now() updated_refs: list[CorpusReference] = [] updated_mentions: list[Annotation] = [] + # First pass: build target_cache (deduped by canonical key). for ref in refs: key = ref.canonical_key - if not key: # queryset excludes None; guard for type-narrowing + if not key: continue if key not in target_cache: target_cache[key] = find_authority_target(key, user) - target = target_cache[key] + # Batch-fetch corpus membership for all resolved targets in one query + # instead of one per target (avoids N+1 on large corpora). + resolved_target_ids = {t.id for t in target_cache.values() if t is not None} + path_corpus_cache: dict[int, int | None] = dict( + DocumentPath.objects.filter( + document_id__in=resolved_target_ids, + is_current=True, + is_deleted=False, + ).values_list("document_id", "corpus_id") + ) + for ref in refs: + key = ref.canonical_key + if not key: # queryset excludes None; guard for type-narrowing + continue + target = target_cache.get(key) if target is None: continue - target_corpus_id = ( - target.path_records.filter(is_current=True, is_deleted=False) - .values_list("corpus_id", flat=True) - .first() - ) + target_corpus_id = path_corpus_cache.get(target.id) ref.target_document = target ref.target_corpus_id = target_corpus_id ref.resolution_status = C.STATUS_RESOLVED diff --git a/opencontractserver/enrichment/services/governance_graph_service.py b/opencontractserver/enrichment/services/governance_graph_service.py index e606df3f2..5b5bfe5ba 100644 --- a/opencontractserver/enrichment/services/governance_graph_service.py +++ b/opencontractserver/enrichment/services/governance_graph_service.py @@ -136,9 +136,9 @@ def build( docs = { d.id: d - for d in Document.objects.filter(id__in=node_doc_ids).only( - "id", "title", "custom_meta" - ) + for d in BaseService.filter_visible(Document, user, request=request) + .filter(id__in=node_doc_ids) + .only("id", "title", "custom_meta") } # Corpora the graph reaches: the queried corpus plus READ-visible diff --git a/opencontractserver/tasks/corpus_analysis_tasks.py b/opencontractserver/tasks/corpus_analysis_tasks.py index 7e5a3bd85..f80dbd911 100644 --- a/opencontractserver/tasks/corpus_analysis_tasks.py +++ b/opencontractserver/tasks/corpus_analysis_tasks.py @@ -51,7 +51,10 @@ def corpus_reference_enrichment( from opencontractserver.enrichment.services import EnrichmentService analysis = Analysis.objects.get(id=analysis_id) - assert analysis.creator_id is not None # non-null FK; narrows for mypy + if analysis.creator_id is None: + raise ValueError( + f"Analysis {analysis_id} has no creator; cannot run enrichment" + ) return EnrichmentService().apply( corpus_id=corpus_id, creator_id=analysis.creator_id, diff --git a/opencontractserver/tests/test_enrichment_resolver.py b/opencontractserver/tests/test_enrichment_resolver.py index efcd74b91..c44adef27 100644 --- a/opencontractserver/tests/test_enrichment_resolver.py +++ b/opencontractserver/tests/test_enrichment_resolver.py @@ -6,7 +6,7 @@ from opencontractserver.documents.models import Document from opencontractserver.enrichment import constants as C from opencontractserver.enrichment.extractor import Candidate -from opencontractserver.enrichment.resolver import ReferenceResolver, _SectionAnno +from opencontractserver.enrichment.resolver import ReferenceResolver, SectionAnno User = get_user_model() @@ -66,7 +66,7 @@ def test_section_matches_oc_section_annotation(self): raw_text='see "Risk Factors"', normalized_data={"heading": "Risk Factors"}, ) - sections = [_SectionAnno(id=42, raw_text="Risk Factors")] + sections = [SectionAnno(id=42, raw_text="Risk Factors")] r = self.resolver.resolve_section( cand, self.primary.id, doc_text="...", sections=sections ) diff --git a/opencontractserver/tests/test_enrichment_writer.py b/opencontractserver/tests/test_enrichment_writer.py index 368e395ee..5e377b6af 100644 --- a/opencontractserver/tests/test_enrichment_writer.py +++ b/opencontractserver/tests/test_enrichment_writer.py @@ -3,7 +3,9 @@ from django.contrib.auth import get_user_model from django.core.files.base import ContentFile from django.test import TestCase +from graphene.test import Client +from config.graphql.schema import schema from opencontractserver.annotations.models import ( SPAN_LABEL, Annotation, @@ -20,6 +22,14 @@ User = get_user_model() + +class _GQLContext: + """Minimal info.context stand-in for graphene.test.Client.""" + + def __init__(self, user): + self.user = user + + PRIMARY_TEXT = ( "We are subject to Section 203 of the Delaware General Corporation Law. " "Indemnification is governed by Section 145 of the Delaware General " @@ -262,3 +272,45 @@ def test_reference_visibility_scoped_to_corpus(self): assert visible.count() == 0 mine = CorpusReferenceService.for_corpus(self.user, self.corpus.id) assert mine.count() > 0 + + +class CorpusReferencesResolverGuardTests(TestCase): + """Fix 1: malformed relay-ID guard in resolve_corpus_references. + + A non-relay / non-numeric corpus_id must return an empty result set + (not raise a 500 / ValueError). + """ + + def setUp(self): + self.user = User.objects.create_user(username="gql-guard", password="p") + + def _execute(self, corpus_id_value: str): + client = Client(schema) + query = """ + query CorpusRefs($corpusId: ID!) { + corpusReferences(corpusId: $corpusId) { + edges { node { id } } + } + } + """ + return client.execute( + query, + variable_values={"corpusId": corpus_id_value}, + context_value=_GQLContext(self.user), + ) + + def test_malformed_relay_id_returns_empty_no_error(self): + """A non-relay string must not raise a 500 — should return empty edges.""" + result = self._execute("not-a-real-id") + self.assertNotIn("errors", result) + self.assertEqual(result["data"]["corpusReferences"]["edges"], []) + + def test_non_numeric_decoded_pk_returns_empty_no_error(self): + """A base64-encoded type:pk where pk is non-numeric must return empty.""" + import base64 + + # Encodes to CorpusType:abc — decodes fine but pk "abc" is not a digit. + relay_id = base64.b64encode(b"CorpusType:abc").decode() + result = self._execute(relay_id) + self.assertNotIn("errors", result) + self.assertEqual(result["data"]["corpusReferences"]["edges"], []) From 3351af46ffbd6c14aeac077d2344a4668a699c52 Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 02:44:06 -0500 Subject: [PATCH 08/10] Add component tests + doc screenshots for SuggestedQuestions and DocumentGraphLive --- frontend/tests/DocumentGraphLive.ct.tsx | 131 +++++++++++++++++++++++ frontend/tests/SuggestedQuestions.ct.tsx | 68 ++++++++++++ 2 files changed, 199 insertions(+) create mode 100644 frontend/tests/DocumentGraphLive.ct.tsx create mode 100644 frontend/tests/SuggestedQuestions.ct.tsx diff --git a/frontend/tests/DocumentGraphLive.ct.tsx b/frontend/tests/DocumentGraphLive.ct.tsx new file mode 100644 index 000000000..c344d79e6 --- /dev/null +++ b/frontend/tests/DocumentGraphLive.ct.tsx @@ -0,0 +1,131 @@ +/** + * Component tests for DocumentGraphLive — the Apollo-wired thin shell that + * fetches GET_CORPUS_DOCUMENT_GRAPH and feeds the presentational + * DocumentGraphGlimpse. Mounts under MockedProvider so the query resolves + * synchronously in the test environment. + * + * NOTE: each JSX-component import is kept in its own ``import`` statement, + * separate from all other imports, per the Playwright CT split-import rule. + * Mixing a component reference with helpers in a single import statement + * causes Playwright CT's babel transform to leave the component unrewritten + * and ``mount()`` throws. + */ +import { test, expect } from "./utils/coverage"; +import { MockedProvider } from "@apollo/client/testing"; +import { DocumentGraphLive } from "../src/components/corpuses/CorpusHome/intelligence/DocumentGraphLive"; +import { docScreenshot } from "./utils/docScreenshot"; +import { GET_CORPUS_DOCUMENT_GRAPH } from "../src/graphql/queries"; + +const CORPUS_ID = "Q29ycHVzVHlwZTox"; + +// Two graph mock instances so Apollo does not exhaust the mock on a potential +// refetch (MockedProvider removes each mock after one use by default). +const makeGraphMock = () => ({ + request: { + query: GET_CORPUS_DOCUMENT_GRAPH, + // DocumentGraphLive builds variables as { corpusId } — no limit field. + variables: { corpusId: CORPUS_ID }, + }, + result: { + data: { + corpusDocumentGraph: { + nodes: [ + { + id: "Doc:1", + title: "Alpha", + fileType: "application/pdf", + degree: 2, + }, + { + id: "Doc:2", + title: "Beta", + fileType: "application/pdf", + degree: 1, + }, + { + id: "Doc:3", + title: "Gamma", + fileType: "application/pdf", + degree: 1, + }, + ], + edges: [ + { + id: "e1", + source: "Doc:1", + target: "Doc:2", + label: "Cites", + relationshipType: "RELATIONSHIP", + }, + ], + totalNodeCount: 3, + totalEdgeCount: 1, + truncated: false, + }, + }, + }, +}); + +test.describe("DocumentGraphLive", () => { + test("renders the graph glimpse with live data from the Apollo mock", async ({ + mount, + page, + }) => { + const component = await mount( + + + + ); + + // Wait for the SVG to appear — the skeleton disappears once data resolves. + await expect( + page.locator('[data-testid="document-graph-glimpse-svg"]') + ).toBeVisible({ timeout: 20000 }); + + // Three nodes rendered — one per document in the mock. + await expect( + page.locator('[data-testid="document-graph-glimpse-node"]') + ).toHaveCount(3, { timeout: 20000 }); + + // One edge line rendered. + await expect( + page.locator('[data-testid="document-graph-glimpse-edges"] line') + ).toHaveCount(1); + + // Meta summary reflects the returned counts. + await expect( + page.locator('[data-testid="document-graph-glimpse-meta"]') + ).toContainText("3 linked documents"); + + await docScreenshot(page, "corpus--document-graph-live--with-data"); + + await component.unmount(); + }); + + test("shows the loading skeleton before the query resolves", async ({ + mount, + page, + }) => { + // Use a delayed mock so we can catch the loading state. + const delayedMock = { + ...makeGraphMock(), + delay: 2000, + }; + + const component = await mount( + + + + ); + + // While the query is in-flight the skeleton must be visible. + await expect( + page.locator('[data-testid="document-graph-glimpse-skeleton"]') + ).toBeVisible({ timeout: 10000 }); + + await component.unmount(); + }); +}); diff --git a/frontend/tests/SuggestedQuestions.ct.tsx b/frontend/tests/SuggestedQuestions.ct.tsx new file mode 100644 index 000000000..31a06cad0 --- /dev/null +++ b/frontend/tests/SuggestedQuestions.ct.tsx @@ -0,0 +1,68 @@ +/** + * Component tests for SuggestedQuestions — the cross-document question chip + * card. This is a purely presentational component: no GraphQL, no providers + * needed. It takes a single required prop ``onAskQuestion`` and renders one + * clickable chip per entry in ``SUGGESTED_QUESTIONS``. + * + * NOTE: the JSX component import and the constant import are kept in SEPARATE + * statements per the Playwright CT split-import rule (mixing a component with + * helpers in one statement leaves the component unrewritten by Playwright CT's + * babel transform, causing ``mount()`` to throw). + */ +import { test, expect } from "./utils/coverage"; +import { docScreenshot } from "./utils/docScreenshot"; +import { SuggestedQuestions } from "../src/components/corpuses/CorpusHome/intelligence/SuggestedQuestions"; +import { SUGGESTED_QUESTIONS } from "../src/components/corpuses/CorpusHome/intelligence/SuggestedQuestions"; + +test.describe("SuggestedQuestions", () => { + test("renders all chips and invokes the callback when one is clicked", async ({ + mount, + page, + }) => { + const submitted: string[] = []; + + const component = await mount( + { + submitted.push(q); + }} + /> + ); + + // At least the first question must be visible as a clickable chip. + const firstQuestion = SUGGESTED_QUESTIONS[0]; + const chips = page.locator('[data-testid="ask-across-docs-suggestion"]'); + await expect(chips.first()).toBeVisible({ timeout: 10000 }); + + // All chips are rendered — one per entry in SUGGESTED_QUESTIONS. + await expect(chips).toHaveCount(SUGGESTED_QUESTIONS.length); + + // The chip text matches the exported constant. + await expect(chips.first()).toContainText(firstQuestion); + + // Click the first chip and verify the callback fires with the right question. + await chips.first().click(); + await expect.poll(() => submitted.length).toBeGreaterThan(0); + expect(submitted[0]).toBe(firstQuestion); + + await docScreenshot(page, "corpus--suggested-questions--default"); + + await component.unmount(); + }); + + test("does not render the card when the callback is a no-op stub", async ({ + mount, + page, + }) => { + // Smoke-test: the container renders even if the handler does nothing. + const component = await mount( + {}} /> + ); + + await expect( + page.locator('[data-testid="ask-across-docs-suggestions"]') + ).toBeVisible({ timeout: 10000 }); + + await component.unmount(); + }); +}); From 667d5d0e7a900f0c0f0bc3a65442a47768651aa5 Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 23:21:16 -0500 Subject: [PATCH 09/10] Fix governance graph: clear select_related before .only() narrowing The visibility manager select_relates parent (added on main), and Django forbids a field being both select_related and deferred via .only(). Clear the manager's JOINs/prefetches before narrowing the node-document query to title/custom_meta. Fixes 5 failing tests in test_governance_graph.py. --- .../enrichment/services/governance_graph_service.py | 7 +++++++ 1 file changed, 7 insertions(+) diff --git a/opencontractserver/enrichment/services/governance_graph_service.py b/opencontractserver/enrichment/services/governance_graph_service.py index 5b5bfe5ba..97680896b 100644 --- a/opencontractserver/enrichment/services/governance_graph_service.py +++ b/opencontractserver/enrichment/services/governance_graph_service.py @@ -134,10 +134,17 @@ def build( node_doc_ids = {val for kind, val in degree if kind == "doc"} ghost_keys = {val for kind, val in degree if kind == "key"} + # These node objects are read only for ``title``/``custom_meta``, so + # drop the visibility manager's default JOINs/prefetches before + # narrowing with ``.only()``. ``select_related(None)`` is required: + # the manager select_relates ``parent`` (among others), and Django + # forbids a field being both select_related and deferred by ``.only()``. docs = { d.id: d for d in BaseService.filter_visible(Document, user, request=request) .filter(id__in=node_doc_ids) + .select_related(None) + .prefetch_related(None) .only("id", "title", "custom_meta") } From 0bf70549eb0585ca6c39d98df8f7e4ed46348042 Mon Sep 17 00:00:00 2001 From: JSv4 Date: Wed, 10 Jun 2026 23:28:09 -0500 Subject: [PATCH 10/10] Address review: section-heading fallback, N+1, alias-registry footgun MIME-Version: 1.0 Content-Type: text/plain; charset=UTF-8 Content-Transfer-Encoding: 8bit - resolver.py: backward-heading fallback now matches the nearest *preceding* occurrence (rfind from cand.start) instead of the first in the document, so a duplicate heading in an earlier exhibit no longer mis-resolves. - annotation_queries.py: select_related the FK targets CorpusReferenceType resolves, removing the N+1 on resolve_corpus_references. - authorities.py: authority_alias_registry(user=None) now contributes only static defaults (Document.objects.none()) rather than aliases from every document — closes a cross-tenant footgun for future callers. - authorities.py: narrow the read_field_file_text except to (OSError, ValueError, AttributeError) so genuine bugs surface. - extractor.py/constants.py: hoist trailing-punctuation literal to C.TRAILING_PUNCT. --- config/graphql/annotation_queries.py | 10 +++++++++- opencontractserver/enrichment/authorities.py | 11 +++++++++-- opencontractserver/enrichment/constants.py | 3 +++ opencontractserver/enrichment/extractor.py | 2 +- opencontractserver/enrichment/resolver.py | 6 +++++- 5 files changed, 27 insertions(+), 5 deletions(-) diff --git a/config/graphql/annotation_queries.py b/config/graphql/annotation_queries.py index 1327087e6..093fbcc3f 100644 --- a/config/graphql/annotation_queries.py +++ b/config/graphql/annotation_queries.py @@ -80,7 +80,15 @@ def resolve_corpus_references(self, info, corpus_id, **kwargs) -> Any: qs = qs.filter(reference_type=kwargs["reference_type"]) if kwargs.get("canonical_key"): qs = qs.filter(canonical_key=kwargs["canonical_key"]) - return qs + # Pull the FK targets the type resolves in one pass — without this each + # CorpusReferenceType row fires a separate query per FK (N+1). + return qs.select_related( + "source_annotation", + "corpus", + "target_document", + "target_annotation", + "target_corpus", + ) governance_graph = graphene.Field( GovernanceGraphType, diff --git a/opencontractserver/enrichment/authorities.py b/opencontractserver/enrichment/authorities.py index 72d552fbe..91b4a0f41 100644 --- a/opencontractserver/enrichment/authorities.py +++ b/opencontractserver/enrichment/authorities.py @@ -67,8 +67,12 @@ def authority_alias_registry(user=None) -> dict[str, str]: documents visible to that user are included. """ mapping: dict[str, str] = dict(C.AUTHORITY_PREFIX) + # Fail closed: without a user we contribute only the static defaults rather + # than aliases from EVERY document (including private corpora). A future + # caller that forgets to thread ``creator`` gets no DB-declared aliases, not + # a cross-tenant metadata leak. qs = ( - Document.objects.all() + Document.objects.none() if user is None else Document.objects.visible_to_user(user) ) @@ -157,7 +161,10 @@ def bootstrap( if existing is not None: try: current = read_field_file_text(existing.txt_extract_file) - except Exception: # unreadable -> rewrite below + except (OSError, ValueError, AttributeError): + # Unreadable (missing file / no file associated / decode + # error) -> treat as needs-rewrite below. Narrow on purpose + # so genuine bugs surface instead of being swallowed. current = None if current == sec.text: meta = existing.custom_meta or {} diff --git a/opencontractserver/enrichment/constants.py b/opencontractserver/enrichment/constants.py index 261223a9d..88d9b8df7 100644 --- a/opencontractserver/enrichment/constants.py +++ b/opencontractserver/enrichment/constants.py @@ -77,6 +77,9 @@ # Defaults / thresholds. DEFAULT_SAMPLE_N = 10 MAX_DEFINED_TERMS = 50 # cap to control precision/volume in v1 +# Punctuation stripped from the tail of a captured defined term +# (e.g. (the "Notes," ...) -> "Notes"). +TRAILING_PUNCT = ",.;:" ALL_REFERENCE_TYPES = (REF_LAW, REF_DOCUMENT, REF_SECTION, REF_DEFINED_TERM) # Defined-terms are opt-in (precision risk); not scanned/applied by default. DEFAULT_REFERENCE_TYPES = (REF_LAW, REF_DOCUMENT, REF_SECTION) diff --git a/opencontractserver/enrichment/extractor.py b/opencontractserver/enrichment/extractor.py index 5e7726274..3f7035103 100644 --- a/opencontractserver/enrichment/extractor.py +++ b/opencontractserver/enrichment/extractor.py @@ -229,7 +229,7 @@ def _terms(self, text: str) -> Iterator[Candidate]: return # Trim trailing punctuation captured inside the quotes # (e.g. (the "Notes," ...) -> "Notes"). - term = m.group("term").strip().rstrip(",.;:") + term = m.group("term").strip().rstrip(C.TRAILING_PUNCT) slug = _slugify_term(term) if not slug or slug in seen: continue diff --git a/opencontractserver/enrichment/resolver.py b/opencontractserver/enrichment/resolver.py index a72ad65d4..87386b796 100644 --- a/opencontractserver/enrichment/resolver.py +++ b/opencontractserver/enrichment/resolver.py @@ -111,7 +111,11 @@ def resolve_section( if heading: idx = doc_text.lower().find(heading.lower(), cand.end) if idx == -1: - idx = doc_text.lower().find(heading.lower()) + # Backward reference (e.g. "as defined in 'Heading' above"): + # match the nearest *preceding* occurrence, not the first in + # the document — a duplicate heading in an earlier exhibit + # would otherwise mis-resolve to an unrelated section. + idx = doc_text.lower().rfind(heading.lower(), 0, cand.start) if idx != -1: res.target_offset = idx res.resolution_status = C.STATUS_RESOLVED

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