reglab/statecodes huggingface dataset:
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 6 - LIMITED PARTNERSHIP LICENSEES › Rule 13-2-6.11 - Delayed Licensing Approval Not Transferable

Current through June 25, 2024
Delayed licensing approval shall be personal to the limited
				  partner granted delayed licensing. A limited partner's interest that is held
				  under delayed licensing may not be transferred, assigned, encumbered or
				  hypothecated in any manner without the prior approval of the Commission, upon
				  recommendation of the Executive Director. (Adopted:
				  09/25/1991.)
Miss. Code Ann. §
										75-76-219
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.1 - Escrow Of Securities

Current through June 25, 2024
If the Executive Director files a complaint for disciplinary
				  action against any holding company, affiliated licensee, or officer, director
				  or shareholder of any holding company or affiliated licensee, or calls any such
				  person forward for a finding of suitability, the Commission may order that
				  securities issued by a holding company or affiliated licensee be placed in
				  escrow on specified terms and conditions during the pendency of the
				  disciplinary or licensing proceeding. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-237
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.2 - Compliance With Miss. Code Ann. Section 75-76-237

Current through June 25, 2024
The Commission may determine that a holding company has
				  failed to comply with Miss. Code Ann. §
									75-76-237
				  and is therefore subject to disciplinary action, if any holding company or
				  intermediary company:
(a) Pays the
				person found unsuitable pursuant to Miss. Code Ann. §
									75-76-237
				any dividend or interest upon any securities or any payment or distribution of
				any kind whatsoever;
(b) Recognizes
				the exercise by any such unsuitable person, directly or indirectly, or through
				any proxy, trustee or nominee, of any voting right conferred by any securities
				or interest in any securities;
(c)
				Pays to any such unsuitable person any remuneration in any form, for services
				rendered or otherwise, or permits the affiliated gaming licensee to make any
				such payment; or
(d) Makes any
				other payment or distribution, of any kind whatsoever, in respect to any such
				security or interest by way of, or pursuant to payment of principal,
				redemption, conversion, exchange or liquidation or any other transaction.
				(Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-237
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.3 - Approval By Commission Required For All Issues Or Transfers By A Holding Company Or Intermediary Company Of Its Securities

Current through June 25, 2024
No holding company shall issue or transfer any security of
				  which it is the issuer without the prior approval of the Commission. Every
				  approval required by this regulation shall be sought by the filing of an
				  application signed by the President or a Vice-President, and the Secretary or
				  Assistant Secretary of the holding company on a form provided by the Executive
				  Director. Information required on the form shall include, but not be limited
				  to, the following information:
(a) The
				name, address and telephone number of the holding company;
(b) The name, address and telephone number of
				any person to whom the security is being issued or transferred;
(c) Current ownership of the holding company,
				and future ownership of the holding company for which the issuance or transfer
				of securities is approved; and
(d)
				The names of all licensed gaming establishments in which the holding company
				owns any interest. The Executive Director shall investigate the person to whom
				the holding company proposes to issue or transfer any security and make a
				recommendation to the Commission with regard to the licensing of the proposed
				transferee. If the Commission licenses the proposed transferee, issuance or
				transfer of the securities is deemed approved. If the Commission denies such
				license or if the Executive Director permits withdrawal of the application upon
				the request of the applicant, then the transfer or issuance of the security is
				disapproved. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-237
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.4 - Licensing Of General Partners Of Limited Partnership Holding Companies And Officers And Directors Of Corporate Holding Companies

Current through June 25, 2024
Each general partner of a limited partnership holding company
				  and each officer and director of a corporate holding company must be licensed
				  before the limited partnership or corporation may become a holding company.
				  (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-227
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.5 - Certain Transactions Prohibited

Current through June 25, 2024
(a) Except as
				permitted by subsection (b), no restrictions on the transfer of an equity
				security issued by a holding company, whether imposed by the issuer or by the
				holder or by any other persons, shall be effective for any purpose whatsoever
				unless such restrictions are approved in advance by the Commission or unless
				such restrictions are otherwise required by the Act or these regulations. No
				agreement not to encumber an equity security issued by a holding company shall
				be effective for any purpose whatsoever unless such agreement is approved in
				advance by the Commission.
(b) The
				following restrictions on the transfer of a security are permitted without the
				necessity of prior approval pursuant to subsection (a):
1. Any restriction on resale which is
				required for compliance with the Federal Securities Act, or the Federal
				Securities Exchange Act, or a general securities law that states;
2. Any restriction which results from a
				"stock transfer order" given to a transfer agent by the holder of a security on
				the grounds that a certificate has been lost or stolen; and
3. Any restriction which results from a
				binding contract to sell or hypothecate a security in a current transaction
				which will be consummated if at all in nine (9) months or less. (Adopted:
				09/25/1991.)
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.6 - Certain Payees

Current through June 25, 2024
Any person who receives payments from a holding company
				  computed on the basis of the earnings or profits of a holding company, or on
				  the basis of the receipts from gaming of an affiliated licensee of such holding
				  company, may be required to be found suitable. (Adopted:
				  09/25/1991.)
Miss. Code Ann. §
										75-76-57
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 7 - HOLDING COMPANIES › Rule 13-2-7.7 - Exclusion Of Publicly Traded Corporations

Current through June 25, 2024
Part 2 Chapter 7 shall not apply to publicly traded
				  corporations who have publicly traded equity securities. Part 2 Chapter 7 shall
				  apply to publicly traded corporations whose registration is based solely on
				  publicly traded debt securities. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-57
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.2 - Powers Of Commission And Executive Director

Current through June 25, 2024
(a)
				Without in any way limiting the generality of the provisions of the Act, in
				connection with any recommendation or action, the Executive Director or
				Commission may provide:
1. That a time period
				be accelerated or extended; or
2.
				That as a condition to the processing of an application or to the granting of
				an approval:
i. An application be
				supplemented in any particular and to any extent either before or after the
				Commission has acted thereon;
ii.
				An applicant or other person urging the approval or denial of an application
				appear personally before the Executive Director and Commission and submit to
				interrogation under oath or otherwise;
iii. Funds, securities, instruments or
				agreements be placed in escrow upon specified conditions;
iv. A transaction be in compliance with the
				applicable laws and regulations of any federal, state, or local governmental
				entity or agency;
v. A transaction
				be approved by an applicant's board of directors;
vi. An opinion of an applicant's legal
				counsel be furnished to the Commission;
vii. An opinion of an applicant's auditors be
				furnished to the Commission;
viii.
				All or any portion of an application be examined or evaluated by a consultant
				to the Commission at the expense of the applicant.
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.3 - Commission Review Of Stop Orders

Current through June 25, 2024
If a stop order is issued by the Executive Director pursuant
				  to the provisions of this regulation, the Commission shall, upon request of the
				  person that is the subject of the order, conduct a hearing on the merits of the
				  matter no later than its next regular meeting for which notice of the hearing
				  pursuant to Mississippi Law is practicable. (Adopted:
				  09/25/1991.)
Miss. Code Ann.
				  §§
										75-76-21,
				  75-76-27
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.4 - Standards For Action By Executive Director And Commission

Current through June 25, 2024
The Executive Director and Commission will consider all
				  relevant material facts in determining whether to recommend or grant an
				  approval required or permitted by this regulation. The Executive Director and
				  Commission may consider not only the effects of the action or approval
				  requested by the applicant, but whatever other facts are deemed relevant,
				  including but not limited to the following:
(a) The business history of the applicant,
				including its record of financial stability, integrity, and success of its
				operations;
(b) The current
				business activities and interests of the applicant, as well as those of its
				executive officers, promoters, lenders, and other sources of financing, or any
				other individuals associated therewith;
(c) The current financial structure of the
				applicant, as well as changes which could reasonably be anticipated to occur to
				such financial structure as a consequence of the proposed action of the
				applicant;
(d) The gaming-related
				goals and objectives of the applicant, including a description of the plans and
				strategy for achieving such goals and objectives;
(e) The relationship between such goals and
				objectives and the requested approval;
(f) The adequacy of the proposed financing or
				other action to achieve the announced goals and objectives;
(g) The present and proposed compensation
				arrangement between the applicant and its directors, executive officers,
				principal employees, security holders, lenders, or other sources o f
				financing;
(h) The equity
				investment, commitment or contribution of present or prospective directors,
				officers, principal employees, investors, lenders, or other sources of
				financing;
(i) The dealings and
				arrangements, prospective or otherwise, between t he applicant and any
				investment bankers, promoters, finders or lenders, and other sources of
				financing;
(j) The effect of the
				proposed action on existing and prospective security holders of the applicant,
				both before and after the intended action;
(k) Whether the applicant has made full and
				complete disclosure of all material facts relative to the proposed action to
				the Executive Director and the Commission and made provision for such
				disclosure to all prospective security holders;
(l) Whether the proposed action tends not to
				work a fraud upon the public;
(m)
				Whether a proposed public offering contains speculative securities;
(n) Whether a proposed transaction will
				create a significant risk that the publicly traded corporation and its
				affiliated companies will not:
1. satisfy
				their financial obligations as they become due; or
2. satisfy all financial and regulatory
				requirements imposed by the Act and these regulations. (Adopted:
				09/25/1991.)
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.5 - Corporate Licensees

Current through June 25, 2024
(a) A publicly
				traded corporation is not eligible to apply for or hold a state gaming license
				or manufacturer's, seller's, or distributor's license. A publicly traded
				corporation may be found suitable to acquire or hold an interest in a corporate
				licensee.
(b) A person shall not
				make a public offering of any security issued by a corporate
				licensee.
(c) The provisions of
				subsection (b) do not prevent a corporate licensee from guaranteeing a security
				issued by an affiliated company pursuant to a public offering, nor from
				hypothecating its assets to secure the payment or performance of the
				obligations evidenced by a security issued by an affiliated company pursuant to
				a public offering, provided that the prior approval of the Commission is
				obtained.
(Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-71
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8-5.4 - Compensation of Workers of Charitable Organizations

Current through June 25, 2024
(a) An
				organization may pay eligible workers only for services actually rendered in
				assisting in the holding, operating or conducting of a licensed charitable
				bingo game. Payment shall not exceed Six Hundred Dollars ($600.00) per session
				to all persons compensated.
(b)
				Contact persons, supervisors, and alternate supervisors are forbidden to enter
				into any agreements with a manufacturer, distributor, operator or commercial
				lessor except on behalf of the charitable bingo licensee as authorized by the
				licensee by written contract.
(c)
				The contact person, supervisor, alternate supervisor and anyone assisting in
				the holding, operating, or conducting of a licensed bingo game must apply to
				the Commission for a finding of suitability to operate bingo for a charitable
				organization. Any person found unsuitable may also be deemed unsuitable by the
				Commission to work in any capacity in the bingo hall.
(d) A corporation, person or entity operating
				bingo or assisting in the holding, operating or conducting of a licensed bingo
				game, as provided in section (c) of this regulation, for the benefit of a
				licensed charitable organization shall be restricted to operating such games
				for a limit of one (1) such organization authorized to pay employees up to a
				maximum of Six Hundred Dollars ($600.00) per session. Such corporation, person
				or entity shall only be authorized to conduct such sessions at one (1) physical
				location or building.
(e) Any
				corporation, person, or entity operating bingo games under contract, as
				previously described, shall have a written contract with the charitable
				organization and shall be subject to any rules and regulations promulgated by
				the Commission.
Miss. Code Ann.
				  §
										97-33-69.
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.6 - Public Offerings Of Affiliated Companies

Current through June 25, 2024
Prior approval of the Commission is required for any public
				  offering of any securities of an affiliated company:
(a) Which is not a publicly traded
				corporation if the securities will be offered by such an affiliated company or
				by a controlling person thereof.
(b) Which is a publicly traded corporation if
				the securities will be offered by such affiliated company and if such
				securities or the proceeds from the sale thereof are intended to be used:
1. To pay for construction of gaming
				facilities in Mississippi to be owned or operated by the affiliated company or
				a subsidiary of the affiliated company;
2. To acquire any direct or indirect interest
				in gaming facilities in Mississippi;
3. To finance the operation by the affiliated
				company or a subsidiary of such affiliated company of gaming facilities in
				Mississippi; or
4. To retire or
				extend obligations incurred for one or more such purposes. (Adopted:
				09/25/1991.)
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.7 - Continuous Or Delayed Public Offerings

Current through June 25, 2024
(a) An affiliated
				company which is a publicly traded corporation may apply for approval of a
				continuous or delayed public offering of its securities if such an affiliated
				company:
1. Has a class of securities listed
				on either the New York Stock Exchange, the American Stock Exchange, the
				National Association of Securities Dealers Automatic Quotation System, or other
				equivalent domestic or foreign stock exchanges which are regulated in a manner
				which is determined to protect investors and the State of Mississippi; or has
				stockholders' equity in an amount of $15 million or more as reported in its
				most recent report on Form 10-K or Form 10-Q filed with the United States
				Securities and Exchange Commission immediately preceding the application;
				and
2. Has filed all reports
				required to be filed by section 13 or section 15(d) of the Federal Securities
				Exchange Act during the preceding 12 months, or for such a shorter period that
				such affiliated company has been required to file such reports.
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.8 - Certain Public Offerings And Stockholder Approvals

Current through June 25, 2024
The Commission may find a publicly traded corporation
				  unsuitable to be a holding company of a corporate license if at a time when the
				  applicant was not subject to the jurisdiction of the Commission it obtained the
				  approval or consent of its stockholders to have a material involvement with
				  gaming in the State of Mississippi, and in connection with such offering,
				  approval or consent, it did not make a full disclosure of all material facts to
				  the offerees or its stockholders relating to such material involvement
				  including, without limitation, a description of the nature and scope of the
				  state and applicable local laws of Mississippi regarding gaming control.
				  (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-53
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.9 - Approval Of Securities Issuable On Exercise Of Options Or Warrant Or Conversion Of Other Securities

Current through June 25, 2024
If the Commission approves a public offering of securities
				  which involves securities issuable on exercise of purchase rights, such
				  approval is deemed continuing for the entire period of it's exercise or
				  convertibility and further approval is not required for the actual issuance of
				  such securities.
(Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-5
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.10 - Application For Approval Of Public Offering

Current through June 25, 2024
A person applying for approval of a public offering pursuant
				  to this section shall make a full disclosure of all material facts relating
				  thereto to the Executive Director and Commission. To the extent applicable, the
				  application must include the following information:
(a) A description of the securities to be
				offered.
(b) The terms upon which
				the securities are to be offered.
(c) The gross and net proceeds of the
				offering, including a detailed list of expenses.
(d) The use of proceeds.
(e) The name and address of the lead
				underwriter and the participating underwriters, if any.
(f) The forms of the underwriting agreement,
				the agreement among underwriters, if any, and the selected dealers agreements,
				if any.
(g) A statement of intended
				compliance with all applicable federal, state, local and foreign securities
				laws.
(h) The names and addresses
				of the applicant's general counsel, local counsel, special securities counsel,
				independent auditors, and any special consultants on the offering.
(i) If any securities to be issued are not to
				be offered to the general public, the names and addresses of the other offerees
				and the form of the offering thereto.
(j) True copies or descriptions of all papers
				filed with the United States Securities and Exchange Commission and all
				material communications between the applicant and the United States Securities
				and Exchange Commission or, if the offering is not subject to the registration
				requirements of Section 5 of the Federal Securities Act other than by reason of
				an exemption contained in regulation A adopted pursuant to Section 3 of said
				Act, copies or description of all papers filed with, and all material
				communications between the applicant and such other governmental entity charged
				with securities regulation, if any. A copy of each registration statement and
				each amendment thereto must be filed with the Executive Director by the end of
				the next business day after their filing with the United States Securities and
				Exchange Commission. All other papers required to be included pursuant to this
				subsection must be filed with the Executive Director as soon as practicable.
				(Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-53
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.11 - Coordination

Current through June 25, 2024
The Executive Director and Commission will ordinarily permit
				  an application for approval of a public offering pursuant to this regulation to
				  be completed over a period of time as documents and information become
				  available in accordance with the normal and customary practice in the
				  securities industry. An application may be filed without all the information
				  required by Section 10 if all such information required by the Executive
				  Director and Commission is supplied prior to the sale of the securities.
				  (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.12 - Approval Of Acquisition Of Control

Current through June 25, 2024
A publicly traded corporation shall not directly or
				  indirectly acquire control of a corporate licensee or affiliated company, and a
				  person shall not acquire control of a publicly traded corporation which is an
				  affiliated company, without the prior approval of the Commission. (Adopted:
				  09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.13 - Application For Approval Of Acquisitions Of Control

Current through June 25, 2024
An application for approval of a transaction subject to
				  Section 11 above must contain full disclosure of all material facts relating
				  thereto, and include to the extent applicable:
(a) The information required by Miss. Code
				Ann. §
									75-76-255(1)
				(b).
(b) The terms and provisions of the
				contemplated transaction.
(c) A
				statement of any contemplated management and operating changes to be effected
				after completion of the contemplated transaction, and
(d) Copies or descriptions of all material
				documents and correspondence filed with the United States Securities and
				Exchange Commission in connection with the contemplated transaction, if any,
				or, if the transaction is not subject to the Federal Securities Act, copies or
				descriptions of all material documents and correspondence filed with such other
				governmental entity charged with securities regulation, if any. (Adopted:
				09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.14 - Approval Of Plan Of Recapitalization

Current through June 25, 2024
Except as provided by Section 16 below, a publicly traded
				  corporation that is an affiliated company shall not consummate a plan of
				  recapitalization without the prior approval of the Commission. (Adopted:
				  09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.15 - Approval Of Exceptional Repurchases Of Securities

Current through June 25, 2024
Except as provided by Section 16 below, a publicly traded
				  corporation that is an affiliated company shall not make an exceptional
				  repurchase of securities without the prior approval of the Commission.
				  (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.16 - Exempt Transactions

Current through June 25, 2024
Unless otherwise required by the provisions of the Act or
				  these regulations, and notwithstanding the provisions of Sections 14 and 15
				  above, the approval of the Executive Director or Commission is not required
				  before a publicly traded corporation that is an affiliated company may
				  repurchase securities issued by such corporation if:
(a) The repurchase is made pursuant to
				contractual rights or arrangements, including without limitation puts and price
				guarantees, given the issuer of such securities or his designee at the time of
				the original issuance of the security;
(b) The repurchase is made for purposes of
				compromising a bona fide dispute with a security holder arising from the
				original issuance of such securities;
(c) The repurchase is made pursuant to calls
				or redemptions of any securities in accordance with the terms and conditions of
				the governing instruments of such securities;
(d) The repurchase involves securities
				evidenced by a scrip certificate, order form, or similar document that
				represents a fractional interest in a share of stock or similar
				securities;
(e) The repurchase is
				made pursuant to a statutory procedure for the purchase of dissenting security
				holders' securities;
(f) The
				repurchase is made in order to comply with any court or administrative
				order;
(g) The repurchase is made
				in accordance with or to effectuate the provisions of any employee compensation
				arrangement, employee stock plan, or employee benefit program including,
				without limitation, an employee stock ownership plan or to eliminate or cancel
				outstanding employee stock options or create a "disposition" for federal income
				tax purposes as to securities acquired as a result of the exercise of an
				employee incentive stock option as defined under the Internal Revenue
				Code;
(h) The repurchase involves a
				transaction or series of related transactions occurring within a fiscal quarter
				in which the aggregate price of the securities purchased is less than the
				greater of $1 million or five percent (5%) of the consolidated net worth of the
				corporation purchasing the securities determined using the most recent audited
				financial statements of the corporation or the financial statements most
				recently filed by the corporation with the Securities and Exchange Commission;
				or
(i) The repurchase is made
				pursuant to a publicly announced open market securities repurchase program in
				which the price and other terms of sale are not negotiated between the
				purchaser and seller. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.17 - Application For Approval Of Recapitalization Plan Or Exceptional Securities Repurchases

Current through June 25, 2024
An application for approval of a plan of recapitalization
				  subject to Section 14 or an exceptional repurchase of securities subject to
				  Section 15 must contain full disclosure of all material facts relating thereto,
				  and include to the extent applicable:
(a) The terms and provisions of the
				contemplated transaction;
(b) A
				statement of any contemplated management and operating changes to be effected
				after completion of the contemplated transaction.
(c) An analysis showing on a pro forma basis
				the effect of the transaction on the financial statements of the publicly
				traded corporation that is an affiliated company.
(d) A general description of the source of
				funds for the purchase and any financing arrangements.
(e) Copies or descriptions of all material
				documents and correspondence filed with the United States Securities and
				Exchange Commission in connection with the contemplated transaction, if any,
				or, if the transaction is not subject to the Federal Securities Act, copies or
				descriptions of all material documents and correspondence filed with any other
				governmental entity charged with securities regulation.
(f) Any other documents, papers, reports, or
				other information deemed relevant by the Executive Director. (Adopted:
				09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.18 - Powers Of Commission

Current through June 25, 2024
The Commission may determine, upon the recommendation of the
				  Executive Director, at the time of initial application by a publicly traded
				  corporation for registration as a holding company or at any time thereafter
				  that the public interest and the purposes of the Act require that any
				  individual who has a material relationship to, or material involvement with, a
				  publicly traded corporation and is subject to the jurisdiction of the Act
				  should apply for a finding of suitability or licensing. A person may be deemed
				  to have a material relationship to, or material involvement with, a corporation
				  if he is a controlling person or key employee of the corporation, or if he, as
				  an agent, consultant, advisor or otherwise, exercises a significant influence
				  upon the management or affairs of the corporation. The foregoing powers of the
				  Commission are not limited to individuals having a formal and direct
				  involvement or relationship with a publicly traded corporation nor to
				  individuals who are beneficial owners of any stated percentage of the
				  outstanding equity securities of a public traded corporation.
(Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-255
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.19 - Beneficial Owners Of Voting Securities

Current through June 25, 2024
(a) The
				Commission shall consider the provisions of Miss. Code Ann. §
									75-76-263
				in making its determination as to which beneficial owners of voting securities
				of publicly traded corporations must or may be required to be found suitable or
				to be licensed.
(b) All rules and
				regulations of the Securities and Exchange Commission applicable in determining
				whether a person is the beneficial owner of a particular equity security for
				purposes of Section 13(d) of the Federal Securities Exchange Act may be
				considered by, but shall not be binding upon, the Commission in making its
				determination whether, and the extent to which, a person is the beneficial
				owner of a voting security for the purposes of Miss. Code Ann. §
									75-76-263
				of these regulations.
(c) Miss.
				Code Ann. §
									75-76-263
				applies to every person who is, directly or indirectly, the beneficial owner of
				any voting security in a publicly traded corporation which is registered with
				the Commission, irrespective of the time of acquisition of such
				ownership.
(d) If any securities of
				a publicly traded corporation are held in street name, by a nominee, an agent
				or trust, the publicly traded corporation shall render maximum assistance to
				the Executive Director, upon his request, to determine the beneficial ownership
				of such securities. (Adopted: 09/25/1991.)
Miss. Code Ann.
				  §§
										75-76-263
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.20 - Officers And Employees

Current through June 25, 2024
(a) The Commission
				shall require an application for a finding of suitability and may require
				licensing of any officer or employee of a publicly traded corporation whom the
				Commission finds to be actively and directly engaged in the administration or
				supervision of, or any other significant involvement with, the activities of a
				corporate licensee.
(b) The
				Commission may require an application for licensing or a finding of suitability
				by any officer or employee of a publicly traded corporation whose application
				is not otherwise required pursuant to subparagraph (a) of this regulation and
				Mississippi Code Annotated §
									75-76-257,
				if the Commission determines that the policies of the state regarding gaming
				would be served by such action.
(c)
				The following officers and employees of the publicly traded corporation are
				deemed to be actively and directly engaged in the administration or supervision
				of, and significantly involved with, the activities of the corporate licensee
				and therefore are required to be licensed or found suitable:
1. Each employee who is involved in gaming
				and who is also a director of the publicly traded corporation; and
2. The president, any person performing the
				function of principal executive officer or principal operating officer, the
				principal accounting officer, and secretary. (Adopted: 09/25/1991; Amended:
				10/27/2005.)
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.21 - Directors

Current through June 25, 2024
(a) The Commission shall require an
				application for a finding of suitability and may require licensing of any
				director whom the Commission finds to be actively, and directly engaged in the
				administration or supervision of the gaming activities at a licensed gaming
				establishment of a licensee.
(b)
				The Commission may require an application for licensing or finding of
				suitability by any director of a publicly traded corporation whose application
				is not otherwise required by subparagraph (a) of this regulation and
				Mississippi Code Annotated §
									75-76-257,
				if the Commission determines that the policies of the state regarding gaming
				would be served by such action.
(c)
				The following persons of the publicly traded corporation are deemed to be
				actively and directly engaged in the administration or supervision of the
				gaming activities of the licensee and therefore are required to be licensed or
				found suitable:
1. Each person who serves as
				chairman of the board of directors;
2. Each person who, individually or in
				association with others, is the beneficial owner of greater than five percent
				(5%) of any class of voting securities of the registered publicly traded
				corporation for which he serves as a director;
3. Each person, whether as director or
				otherwise, who serves on the executive committee of the board of directors, or
				who serves on any comparable committee to which is delegated the authority of
				the board of directors to act in any matter involving the activities of a
				licensee; and
4. Each person who
				has a vote on any issue before the Board of Directors who is also an employee
				of the corporation.
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.22 - Appointments And Elections

Current through June 25, 2024
Except in a transaction subject to Section 12 which involves
				  a change of control of a publicly traded corporation as a whole, an individual
				  may be appointed or elected to a position described in Section 20 or 21 without
				  the prior approval of the Commission, and may occupy the position and exercise
				  the authority and duties thereof until otherwise ordered by the Commission. The
				  Commission may impose stricter requirements, including a requirement of prior
				  approval, on any publicly traded corporation or with respect to any individual
				  at any time. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-263
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 8 - PUBLICLY TRADED CORPORATIONS › Rule 13-2-8.23 - Institutional Investors

Current through June 25, 2024
(a) "Institutional
				investor" means:
1. A bank as defined in
				Section 3(a)(6) of the Federal Securities Exchange Act;
2. An insurance company as defined in Section
				2(a)(17) of the Investment Company Act of 1940, as amended;
3. An investment company registered under
				Section 8 of the Investment Company Act of 1940, as amended;
4. An investment advisor registered under
				Section 203 of the Investment Advisors Act of 1940, as amended;
5. Collective trust funds as defined in
				Section 3(c)(11) of the Investment Company Act of 1940, amended;
6. An employee benefit plan or pension fund
				that is subject to the Employee Retirement Income Security Act of 1974, as
				amended, excluding an employee benefit plan or pension fund sponsored by a
				corporation registered with the Commission;
7. A state or federal government pension
				plan;
8. A group comprised entirely
				of persons specified in (1) through (7); or
9. Such other persons as the Commission may
				determine for reasons consistent with the policies expressed in the Mississippi
				Gaming Control Act. To qualify as an institutional investor, a person other
				than a state or federal government pension plan must meet the requirements of a
				"qualified institutional buyer" as defined in Rule 144A of the Federal
				Securities Act.
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 9 - TRANSFERS OF OWNERSHIP; LOANS; LEASES › Rule 13-2-9.1 - Transfers Of Ownership In General

Current through June 25, 2024
(a) No person shall
				sell, purchase, assign, lease, grant or foreclose a security interest,
				hypothecate or otherwise transfer, convey or acquire in any manner whatsoever
				any interest of any sort whatever in or to any licensed gaming operation or any
				portion thereof, or enter into or create a voting trust agreement or any other
				agreement of any sort in connection with any licensed gaming operation or any
				portion thereof, except in accordance with law and these regulations.
(b) No licensee shall permit any person to
				make any investment whatever in, or in any manner whatever participate in the
				profits of, any licensed gaming operation, or any portion thereof, except in
				accordance with law and these regulations.
(c) No person shall transfer or convey in any
				manner whatsoever any interest of any sort whatever in or to any licensed
				gaming operation, or any portion thereof, to, or permit any investment therein
				or participation in the profits thereof by, any person acting as agent, trustee
				or in any other representative capacity whatever for or on behalf of another
				person without first having fully disclosed all facts pertaining to such
				representation to the Executive Director. No person acting in any such
				representative capacity shall hold or acquire any such interest or so invest or
				participate without first having fully disclosed all facts pertaining to such
				representation to the Executive Director and obtained written permission of the
				Commission to so act.
(d) This
				regulation shall apply to transfers of interest in corporate licensees and
				holding companies, but shall not apply to transfers of interest in publicly
				traded corporations. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-207
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 9 - TRANSFERS OF OWNERSHIP; LOANS; LEASES › Rule 13-2-9.2 - Approval Required

Current through June 25, 2024
(a) Except as and
				to the extent provided in these regulations pertaining to emergency situations,
				no individual who is the owner of any interest in a licensed gaming operation
				shall in any manner whatsoever transfer any interest therein to any person,
				firm or corporation, and no such transfer shall become effective for any
				purpose without the prior approval of the Commission.
(b) Applications for a transfer of interest
				to a person who is not already the owner of an interest in the licensed gaming
				operation, except the granting of a possessory security interest in equity
				securities of a licensee or of a holding company, shall be made by the
				transferee applying for licensing or registration pursuant to the Act and these
				regulations.
(c) Evidence of the
				transferor's agreement to transfer the interest applied for must accompany the
				application. Licensing or registration of the transferee shall be deemed to
				constitute approval of the transfer by the Commission.
(d) Applications for approval of the granting
				of a possessory security interest shall be made in writing to the Executive
				Director. The application shall set forth all material facts relating to the
				transaction and be accompanied by copies of the documents evidencing the
				transaction. (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-207
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 9 - TRANSFERS OF OWNERSHIP; LOANS; LEASES › Rule 13-2-9.3 - Duties Of Corporations And Agents

Current through June 25, 2024
No licensee or holding company, or officer, director or
				  transfer agent thereof, shall cause or permit any stock certificate or other
				  evidence of beneficial interest therein to be registered in its books or
				  records in the name of any nominee, agent, trustee or any other person other
				  than the true and lawful owner of the beneficial interest therein without
				  written permission of the Executive Director to do so. (Adopted:
				  09/25/1991.)
Miss. Code Ann. §
										75-76-207
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 9 - TRANSFERS OF OWNERSHIP; LOANS; LEASES › Rule 13-2-9.4 - Escrow Required

Current through June 25, 2024
Except as and to the extent provided in these regulations
				  pertaining to emergency situations, no money or other thing of value
				  constituting any part of the consideration for the transfer or acquisition of
				  any interest in a licensed gaming operation, in a licensee or in a holding
				  company shall be paid over, received or used until complete compliance has been
				  had with all prerequisites set forth in the law and these regulations for the
				  consummation of such transaction; but such funds may be placed in escrow
				  pending completion of the transaction. Any loan, pledge or other transaction
				  between the parties or with other parties may be deemed an attempt to evade the
				  requirements of this regulation and, as such, in violation of this regulation.
				  (Adopted: 09/25/1991.)
Miss. Code Ann. §
										75-76-207
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 9 - TRANSFERS OF OWNERSHIP; LOANS; LEASES › Rule 13-2-9.5 - Emergency Situations

Current through June 25, 2024
If a transfer of an interest in a licensed gaming operation,
				  in a licensee or in a holding company, is contemplated and, in the opinion of
				  the Commission, the exigencies of the situation require that the proposed
				  transferee or transferees be permitted to make available funds or credit for
				  use in connection with such licensed gaming operation or establishment during
				  the pendency of an application for a license or to be permitted to acquire such
				  interest, the Commission may waive the requirements of Section 4 of this
				  regulation in accordance with the procedures hereinafter set forth. (Adopted:
				  09/25/1991.)
Miss. Code Ann. §
										75-76-207
Mississippi Administrative Code › Title 13 - Gaming › Part 2 - LICENSING › Chapter 9 - TRANSFERS OF OWNERSHIP; LOANS; LEASES › Rule 13-2-9.6 - Application For Permission To Participate

Current through June 25, 2024
(a) A proposed
				transferee of an interest who desires to make available funds or credit for use
				in the operation of the licensed establishment or games prior to actual
				completion of the transfer of interest in accordance with the foregoing
				regulations shall make written application to the Executive Director for
				permission to so participate, setting forth, under oath, facts showing the
				necessity of such participation, together with the following information:
1. The extent to which and the manner in
				which the proposed transferee desires to participate pending completion of the
				proposed transfer.
2. A complete
				financial statement and a statement showing sources of all funds to be used in
				connection with the proposed transfer of interest and in the participation
				prior to transfer.
3. A full and
				complete statement of the proposed plan for effecting the proposed transfer of
				interest, including:
i. The extent of the
				interest to be transferred;
ii. The
				date on which it is desired to complete the transfer;
iii. The total consideration to be paid and
				the time and manner of payment hereof;
iv. Details of any other financial
				arrangements between all parties involved; and
v. Details of all other pertinent
				arrangements between the parties.
4. Full, true and correct copies of all
				documents pertaining to the proposed transaction or transactions, including all
				agreements between the parties, leases, notes, mortgages or deeds of trust, and
				pertinent agreements or other documents with or involving third
				parties.
5. The names and addresses
				of all persons with whom the proposed transferee expects to be associated in
				connection with the operation of the licensed games or establishment, or both.
i. If two or more individuals desire to
				participate in the operation of a licensed establishment or games as a group,
				whether as individuals or as stockholders, officers or directors of a
				corporation or other business entity, joint application may be made in
				accordance with subsection (a) above.
ii. If the emergency requiring immediate
				participation consists of the actual or threatened insolvency of a licensee or
				holding company, the application will not be granted unless the applicant
				demonstrates the immediate and unqualified availability of sufficient funds and
				credit to cure such emergency to the same extent that such funds and credit
				would be required in connection with an application for licensing or
				registration not involving actual or threatened insolvency.
iii. The Executive Director may require an
				applicant for permission to participate `to furnish such additional information
				as it may desire before acting on the application.
(Adopted: 09/25/1991.)