Code of Massachusetts Regulations › 205 CMR - MASSACHUSETTS GAMING COMMISSION › Title 205 CMR 116.00 - Persons Required To Be Licensed Or Qualified › Section 116.10 - Interim Authorization

Current through Register 1525, July 5, 2024
(1)
Contractual Transfers
. Whenever any person contracts
			 to transfer a gaming license or a ownership interest in a gaming licensee or
			 its parent, holding or intermediary company, or any real property relating to a
			 gaming establishment, under circumstances which require that the transferee
			 obtain licensure or be found qualified pursuant to
			 205 CMR
			 116.02 and/or M.G.L. c. 23K, the contract
			 shall not specify a closing or settlement date which is earlier than 121 days
			 after the submission of a completed RFA-1 application as described in
			 205 CMR 111.00:
Phase 1 Application Requirements
. Such RFA-1 application shall
			 be accompanied by a fully executed trust agreement in accordance with 205 CMR
			 116.10(6) which shall be subject to commission approval. Any contract provision
			 which specifies a closing or settlement date sooner than 121 days after
			 submission of the RFA-1 application shall be void for all purposes.
(2)
Transfers of Publicly Traded
			 Securities
. Whenever any person, as a result of a transfer of
			 publicly traded securities of a gaming licensee or its parent, holding or
			 intermediary company, is required to be qualified under
			 205 CMR
			 116.02 and/or M.G.L. c. 23K, the person
			 including all related qualifiers shall, within 30 days after a Schedule 13D or
			 13G is filed with the U.S. Securities and Exchange Commission, or after the
			 bureau notifies the person that qualification is required, or within such
			 additional time as the bureau may for good cause allow, file a completed RFA-1
			 application for such licensure or qualification as described in
			 205 CMR 111.00:
Phase 1 Application Requirements
. Such RFA-1 application shall
			 be accompanied by a fully executed trust agreement in accordance with 205 CMR
			 116.10(6) which shall be subject to commission approval. No extension of the
			 time for filing a completed RFA-1 application shall be granted unless the
			 person submits a written acknowledgement recognizing the jurisdiction of the
			 commission and the obligations imposed by M.G.L c. 23K and 205 CMR. If a
			 proposed transferee, including all related qualifiers, fails to timely file a
			 complete RFA-1 application, such failure shall constitute a
per
			 se
negative finding of suitability to continue to act as a security
			 holder, and the commission shall take appropriate action including requiring
			 divestiture by the transferee or redemption of the securities by the
			 transferor.
(3) If a prospective
			 transferee files a complete RFA-1 application in a timely manner the commission
			 shall hold a hearing in accordance with
			 205 CMR
			 115.04:
Phase 1 and New Qualifier
			 Proceedings
by the Commission and render a decision on the interim
			 authorization of the proposed transferee within 120 days after such filing or,
			 if it is a contractual transfer, prior to the proposed closing or settlement
			 date. If interim authorization is approved for a transfer governed by 205 CMR
			 116.10(1) then the closing or settlement may occur, and the prospective
			 transferee may hold the securities or interests subject to the provisions of
			 205 CMR 116.10(4) until a final determination of suitability is made by the
			 commission. If interim authorization is approved for a transfer governed by 205
			 CMR 116.10(2) then the prospective transferee may continue to hold the
			 securities or interests subject to the provisions of 205 CMR 116.10(4) until a
			 final determination of suitability is made by the commission.
(4) If, after a hearing, the commission
			 denies interim authorization, there shall be no closing or settlement of a
			 contract to transfer an interest governed by 205 CMR 116.10(1) until the
			 commission makes a final determination on the suitability of the transferee in
			 accordance with
			 205 CMR 115.00:
Phase 1 and New Qualifier Suitability Determination, Standards, and
			 Procedures
. If the commission denies interim authorization for a
			 proposed transfer subject to 205 CMR 116.10(2), all securities and interests
			 subject to the transfer shall be promptly transferred into the trust. If the
			 commission grants interim authorization for any transfer, it may at any time
			 thereafter order all securities and interests subject to the transfer
			 transferred into the trust if it finds reasonable cause to believe that the
			 proposed transferee may be found unsuitable. If a prospective transferee fails
			 or refuses to timely transfer securities and interests into the trust upon
			 direction from the commission said transferee shall be issued a negative
			 determination of suitability.
(5)
			 After determining that a person is required to be qualified in accordance with
			 205 CMR
			 116.02, the bureau shall commence an
			 investigation into the suitability of the transferee in accordance with
			 205 CMR 115.00:
Phase 1 and New Qualifier Suitability Determination, Standards, and
			 Procedures
. The bureau shall produce and forward to the commission an
			 interim authorization report no later than 90 days after the date that a
			 completed RFA-1 application is submitted by the proposed transferee that
			 indicates whether after initial inquiry into the transferee's suitability any
			 apparent disqualifiers have been revealed or there is any other known reason
			 why a positive determination of suitability may not ultimately be achieved. The
			 commission may approve interim authorization if it finds that:
(a) The transferee has submitted all RFA-1
			 applications as required by
			 205 CMR
			 115.01(3):
New
			 Qualifiers
;
(b) The
			 transferee has submitted a fully executed trust agreement in accordance with
			 205 CMR 116.10(6);
(c) The trustee
			 or trustees required under section 205 CMR 116.10(6) have satisfied the
			 qualification criteria applicable to a Key gaming employee-executive in
			 accordance with
			 205 CMR 134.00:
Licensing and Registration of Employees, Vendors, Junket
			 Enterprises
;
(d) There is
			 no preliminary evidence of anything that would serve to disqualify the
			 transferee from licensure in accordance with M.G.L. c. 23K, §§ 12 and
			 16 nor is there any other reason known at the time why a positive determination
			 of suitability may not ultimately be achieved;
(e) The transfer would not violate
			 205 CMR 116.09(3) or
			 (4);
(f) The transferee has certified that they
			 are unaware of any reason why the transferee would not be found qualified
			 pursuant to M.G.L. c. 23K, §§ 12 and 16. (If the transferee is other
			 than an individual, the certification shall be made by the chief executive
			 officer or like individual);
(g) It
			 is in the best interests of the Commonwealth for the gaming establishment to
			 continue to operate pursuant to interim authorization; and
(h) If the transfer will result in a change
			 of control, the transferee has agreed in writing in accordance with
			 205 CMR
			 129.01:
Review of a Proposed Transfer
			 of Interests
to comply with all of the transferor's existing license
			 obligations or has otherwise petitioned the commission for modification or
			 elimination of one or more of those obligations.
If the Commission approves interim authorization, during the
				period of interim authorization, the bureau shall continue its suitability
				investigation as may be necessary for a determination of the suitability of the
				person granted interim authorization. Within nine months after the interim
				authorization decision, which period may be extended by the commission for one
				three-month period, the commission shall hold a hearing and render a
				determination on the suitability of the applicant in accordance with
				205 CMR
				115.04:
Phase 1 and New Qualifier
				Proceedings by the Commission
.