justicedao/ipfs_state_laws huggingface dataset:
836-024-0053 Filings Required in an Election Contest (1) A solicitation may not be made by a person other than the issuer unless a statement in duplicate containing the information specified by Schedule B and a copy of any material proposed to be distributed to security holders in furtherance of the solicitation is filed with the Director by or on behalf of each participant in the solicitation. The statement and material must be filed with the Director at least five business days prior to the solicitation or a shorter period authorized by the Director upon a showing of good cause. (2) Within five business days after a solicitation subject to this rule is made by the issuer, or within a longer period that the Director authorizes on a showing of good cause, a statement in duplicate containing the information specified by Schedule B shall be filed with the Director by or on behalf of each participant in the solicitation, other than the issuer, and by or on behalf of each management nominee for director. (3) If a solicitation on behalf of the issuer or another person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this rule in opposition, a statement in duplicate containing the information specified in Schedule B shall be filed with the Director, by or on behalf of each participant in the prior solicitation, other than the issuer, as soon as it is reasonably practicable after the commencement of the solicitation in opposition. (4) If, subsequent to the filing of the statements required by sections (1) to (3) of this rule, additional persons become participants in a solicitation subject to this rule, a statement in duplicate containing the information specified by Schedule B shall be filed with the Director by or on behalf of each such person within three business days after the person becomes a participant, or within a longer period that the Director authorizes upon a showing of good cause. (5) If any material change occurs in the facts reported in a statement filed by or on behalf of a participant, an appropriate amendment to the statement shall be filed promptly with the Director. Statutory/Other Authority: ORS 731 & 732 Statutes/Other Implemented: ORS 732.415(4) History: ID 16-2006, f. & cert. ef. 8-7-06 IC 68, f. & ef. 6-22-76
836-024-0054 Counter Solicitations Prior to Furnishing Required Written Proxy Statement Notwithstanding the provisions of OAR 836-024-0026(1), a solicitation subject to 836-024-0051 to 836-024-0055 may be made prior to furnishing security holders with a written proxy statement containing the information specified in Schedule A with respect to the solicitation, if: (1) The statements required by OAR 836-024-0053 are filed by or on behalf of each participant in the solicitation. (2) A form of proxy is not furnished to security holders prior to the time the proxy statement required by OAR 836-024-0026(1) is furnished to such persons. This section does not apply, however, if a proxy statement meeting the requirements of Schedule A has been furnished to security holders. (3) Statements containing at least the information specified by OAR 836-024-0053(2) and (3), or an appropriate summary of the information, are included in each communication sent or given to security holders in connection with the solicitation. (4) A written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given to security holders at the earliest practicable date. Statutory/Other Authority: ORS 731 & 732 Statutes/Other Implemented: ORS 732.415(4) History: ID 16-2006, f. & cert. ef. 8-7-06 IC 68, f. & ef. 6-22-76
836-024-0055 Filing Requirements for Preliminary Solicitation Material (1) Two copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the proxy statement required by OAR 836-024-0026(1) shall be filed with the Director in preliminary form at least five business days prior to the date definitive copies of the material are first sent or given to the persons unless on a showing of good cause the Director reduces the five-day period. (2) Notwithstanding the provisions of OAR 836-024-0026(2) and (3), two copies of any portion of the annual report referred to in 836-024-0026(2) that comments upon or refers to a solicitation subject to 836-024-0051 to 836-024-0055, or to a participant in a solicitation, other than the solicitation by the management, shall be filed with the Director as proxy material subject to 836-024-0051 to 836-024-0055. The annual report portion to which this section applies must be filed with the Director, in preliminary form, at least five business days prior to the date copies of the report are first sent or given to security holders. Statutory/Other Authority: ORS 731 & 732 Statutes/Other Implemented: ORS 732.415(4) History: ID 16-2006, f. & cert. ef. 8-7-06 IC 68, f. & ef. 6-22-76
836-024-0100 Statutory authority; purpose (1) OAR 836-024-0100 to 836-024-0220 are adopted under the authority of ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 and 732.455, for the purpose of implementing 732.420 to 732.455. (2) OAR 836-024-0100 to 836-024-0220 apply to domestic stock insurers. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0105 Definitions As used in OAR 836-024-0100 to 836-024-0220: (1) “Class” means all securities of an insurer that are of substantially similar character and in which the holders enjoy substantially similar rights and privileges. (2) “Equity security” as defined in ORS 732.420 also includes any voting trust certificate or certificate of deposit for an equity security. (3) “Officer” means a president, vice president, treasurer, actuary, secretary, controller and any other person who performs functions for the insurer corresponding to functions performed by those officers. Statutory/Other Authority: ORS 731.244, 732.420 & 732.455 Statutes/Other Implemented: ORS 732.420, 732.425, 732.430, 732.435 & 732.440 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0110 Securities “Held of Record” for Purpose of ORS 732.425 (1) To determine for the purpose of ORS 732.425 whether the equity securities of an insurer are held of record by 100 or more persons, securities are considered to be “held of record” by each person who is identified as the owner of the securities on records of security holders maintained by or on behalf of the insurer, subject to the following: (a) If the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as an owner on the records if the records had been maintained in accordance with accepted practice shall be included as a holder of record. (b) Securities identified as held of record by a corporation, a partnership, a trust (regardless of whether the trustees are named) or other organization shall be included as held of record by one person. (c) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or other fiduciary with respect to a single trust, estate or account shall be included as held of record by one person. (d) Securities held by two or more persons as co-owners shall be included as held by one person. (e) Each outstanding unrecorded or bearer certificate shall be included as held of record by a separate person, except to the extent that the insurer can establish that, if the securities were recorded, they would be held of record under this rule by a lesser number of persons. (f) Securities recorded in substantially similar names may be included as held of record by one person when the insurer has reason to believe that, because of the address or other indication, the names represent the same person. (2) Section (1) of this rule does not apply in either of the following circumstances. Instead: (a) Securities that, to the knowledge of the insurer, are held subject to a voting trust, deposit agreement or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in the securities, except that the insurer may rely in good faith on information received in response to its request from a nonaffiliated issuer of the certificates or evidences of interest. (b) If the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent ORS 732.420 to 732.455, the insurer shall consider the beneficial owners of the securities to be the record owners. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0115 Filing of Statements (1) A person who is required by ORS 732.430 to file a statement of beneficial ownership of equity securities shall file the initial statement on Form 3, which is prescribed in Exhibit 1 to this rule. A person who is required by ORS 732.430 to file a statement of change in beneficial ownership shall file the statement of change on Form 4, which is prescribed in Exhibit 2 to this rule. (2) A director or officer who is required to file a statement of change on Form 4 shall include in the first statement of change the information required by Form 4 with respect to all changes in the beneficial ownership of equity securities of the insurer that occurred within six months prior to the date of the changes that required the filing of the statement, when a change occurs in the director’s or officer’s beneficial ownership of equity securities: (a) Within six months after the director or officer became a director or officer of the insurer; or (b) Within six months after a statement relating to the equity securities of the insurer has been filed with the Director, pursuant to ORS 732.430. (3) A person who has ceased to be a director or officer of an insurer that has equity securities for which a statement is filed under ORS 732.430, or who is a director or officer of an insurer when the insurer ceased to have any equity securities for which a statement is filed under ORS 732.430, shall file a statement on Form 4 with respect to any change in the person’s beneficial ownership of equity securities of the insurer if the change occurs: (a) On or after the date on which the person ceased to be a director or officer or the date on which the insurer ceased to have any such equity securities, as the case may be; and (b) Within six months after any change in the beneficial ownership of the securities prior to the date in subsection (a) of this section. [ED. NOTE: Exhibits referenced are available from the agency.] Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0120 Ownership of more than 10 percent of an equity security (1) When it is to be determined for the purpose of ORS 732.430 whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of any equity security, the class of the equity security consists of the total amount of the class outstanding, except for any securities of the class held by or for the account of the insurer or subsidiary of the insurer. To determine the percentage ownership of voting trust certificates or certificates of deposit for equity securities, however, the class of voting trust certificates or certificates of deposit consists of the amount of voting trust certificates or certificates of deposit issuable with respect to the total amount of outstanding equity securities of the class that may be deposited under the voting trust agreement or deposit agreement in question, regardless of whether all of the outstanding securities have been so deposited. For the purpose of this rule, a person acting in good faith may rely on the information contained in the latest Annual Statement filed with the Director of the Department of Consumer and Business Services with respect to the amount of securities of a class outstanding or in the case of voting trust certificates or certificates of deposit the amount issuable. (2) When it is to be determined for the purpose of ORS 732.430 whether a person is the beneficial owner, directly or indirectly, of more than 10 percent of any class of equity securities, the person is considered to be the beneficial owner of securities of any class that the person has a right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities. A security that is subject to such an option, warrant, right or conversion privilege held by a person is considered to be outstanding for the purpose of computing, in accordance with section (1) of this rule, the percentage of outstanding securities of the class owned by the person. The security, however, is not considered to be outstanding for the purpose of computing the percentage of the class owned by another person. (3) Section (2) of this rule does not relieve any person of a duty to comply with ORS 732.430 with respect to any equity securities consisting of options, warrants, rights or convertible securities that are otherwise subject as a class under 732.430. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0125 Disclaimer of Beneficial Ownership A person who files a statement may declare expressly in the statement that the filing may not be construed as an admission that the person is the beneficial owner for the purpose of ORS 732.420 to 732.455 of any equity securities covered by the statement. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0130 Exemptions from ORS 732.430 and 732.435 (1) Securities held by the following persons are exempt from ORS 732.430 and 732.435 for 12 months following the date of the person’s appointment and qualification: (a) An executor or administrator of the estate of a decedent; (b) A guardian or committee for an incompetent; and (c) A receiver, trustee in bankruptcy, assignor for the benefit of creditors, conservator, liquidating agent or other similar person authorized by law to administer the estate or assets of other persons. (2) After the 12-month period following the appointment of a person to whom section (1) of this rule applies: (a) The person shall file a statement under ORS 732.430 with respect to the securities held by the estates that the person administers; and (b) The person is liable for profits realized from trading in the securities pursuant to ORS 732.435 only when the estate being administered is a beneficial owner of more than ten percent of any class of equity security of an insurer subject to 732.430 and 732.435. (3) Securities reacquired by or for the account of an insurer and held by it for its account are exempt from ORS 732.430 and 732.435 while they are held by the insurer. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0135 Exemptions from ORS 732.420 to 732.455 of Securities Purchased or Sold by Odd-lot Dealers Securities purchased or sold by an odd-lot dealer are exempt from ORS 732.420 to 732.455 with respect to participation by the odd-lot dealer when the securities are purchased or sold: (1) In odd lots that are reasonably necessary to carry on odd-lot transactions; or (2) In round lots to offset odd-lot transactions previously or simultaneously executed or reasonably anticipated in the usual course of business. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0140 Certain Transactions Subject to ORS 732.430 Acquisition or disposition of the privilege of a transferable option, put, call, spread or straddle is a change in the beneficial ownership of the security to which the privilege relates. A person who acquires or disposes of such a privilege shall file a statement relating to the acquisition or disposition. This rule does not exempt a person, however, from filing the statements required when the option, put, call, spread or straddle is exercised. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0150 Exemption for Small Transactions (1) An acquisition of securities is exempt from ORS 732.430 when the person effecting the acquisition: (a) Does not effect any disposition of securities of the same class, other than by gift, within six months of the acquisition; and (b) Does not participate in acquisitions or in dispositions of securities of the same class having a total market value in excess of $3,000 for any six-month period during which the acquisition occurs. (2) An acquisition or disposition of securities by way of gift, when the total amount of the gifts does not exceed $3,000 in market value for any six-month period, is exempt from ORS 732.430 and may be excluded from the computations under section (1)(b) of this rule. (3) A person effecting a transaction exempted by section (1) or (2) of this rule shall include in the first report filed after the transaction a statement showing acquisitions and dispositions of the person for each six-month period or portion thereof that has elapsed since the last filing. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0155 Exemption from ORS 732.435 That Need not be Reported Under ORS 732.430 A transaction that has been or is exempted from the requirements of ORS 732.430 is also exempted from 732.435 to the extent that the transaction would otherwise be subject to 732.435. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0160 Exemption from ORS 732.435 of Certain Transactions Effected in Connection with a Distribution (1) If the following conditions apply, a transaction of purchase and sale, or sale and purchase, of a security that is effected in connection with the distribution of a substantial block of securities is exempt from ORS 732.435 because the transaction is not included within the purpose of 732.435: (a) The person effecting the transaction is engaged in the business of distributing securities and is participating in good faith, in the ordinary course of business, in distribution of the block of securities; (b) The security involved in the transaction is: (A) A part of a block of securities and is acquired by the person effecting the transaction, with a view to its distribution, from the insurer or other person on whose behalf the securities are distributed or from a person who participates in good faith in the distribution of the block of securities; or (B) A security purchased in good faith by or for the account of the person effecting the transaction for the purpose of stabilizing the market price of securities of the class being distributed or to cover an over-allotment or other short position created in connection with the distribution; and (c) Other persons who are not subject to ORS 732.435 participate in the distribution of the block of securities on terms at least as favorable as those on which the person is participating and to an extent at least equal to the aggregate participation of all persons exempted from ORS 732.435 by this rule. The performance of the functions of manager of a distributing group and the receipt of a bona fide payment for performing the functions, however, does not preclude an exemption that would otherwise apply under this rule. (2) Exemption of a transaction under this rule with respect to participation in the transaction by one person does not render the transaction exempt with respect to participation by any other person unless the other person also meets the conditions of this rule. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06
836-024-0170 Exemption from ORS 732.435 of Certain Transactions in Which Securities are Received by Redeeming other Securities An acquisition of an equity security, other than a convertible security or right to purchase a security, by a director or officer of the insurer issuing the security, is exempt from ORS 732.435 if all of the following conditions are met: (1) The equity security is acquired by way of redemption of another security of an insurer, substantially all of whose assets other than cash or government bonds consist of securities of the insurer issuing the equity security, and the equity security: (a) Represented substantially and in practical effect a stated or readily ascertainable amount of equity security; (b) Had a value that was substantially determined by the value of the equity security; and (c) Conferred upon the holder the right to receive the equity security without the payment of any consideration other than the security redeemed. (2) The director or officer did not acquire any security of the same class as the security redeemed within six months prior to the redemption or does not acquire any such security within six months after the redemption. (3) The insurer issuing the equity security acquired has recognized the applicability of section (1) of this rule by appropriate corporate action. Statutory/Other Authority: ORS 731.244, 732.420, 732.430, 732.435, 732.445, 732.450 & 732.455 Statutes/Other Implemented: ORS 732.420 - 732.455 History: ID 16-2006, f. & cert. ef. 8-7-06