Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part XIII - Investment Securities › Subpart 1 - Securities › Chapter 1 - General Requirements › Section XIII-103 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. Unless the
				  context otherwise requires, all terms used in this regulation or in the form
				  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.
Affiliate, an Affiliate of
, or
a
					 Person Affiliated With a Specified Person
- a person that directly, or
					 indirectly through one or more intermediaries, controls, or is controlled by,
					 or is under common control with, the person specified.
Amount
- when used in regard to securities,
					 means the principal amount if relating to evidences of indebtedness, the number
					 of shares if relating to shares, and the number of units if relating to any
					 other kind of security.
Certified
- when used in regard to
					 financial statements, means certified by an independent public or independent
					 certified public accountant or accountants.
Charter
- includes articles of
					 incorporation, declarations of trust, articles of association or partnership,
					 or any similar instrument, as amended, affecting (either with or without filing
					 with any governmental agency) the organization or creation of an incorporated
					 or unincorporated person.
Commissioner
- the Commissioner of
					 Securities.
Control-
(including the terms
controlling
,
controlled by
and
under
					 common control with
) possession (direct or indirect) of the power to
					 direct or cause the direction of the management and policies of a person,
					 whether through the ownership of voting securities, by contract, or
					 otherwise.
Controlling Person
-
a. any person selling a security, or group of persons
					 acting in concert in the sale of a security, owning beneficially (and in the
					 absence of knowledge, or reasonable grounds for belief, to the contrary, record
					 ownership shall for the purposes hereof be presumed to be beneficial ownership)
					 either:
i. 25 percent or more of the outstanding voting securities
					 of the issuer of such security where no other person owns or controls a greater
					 percentage of such securities; or
ii. such number of outstanding securities of the issuer of
					 such security as would enable such person, or group of persons, to elect a
					 majority of the board of directors or other managing body of such
					 issuer;
b. in case of unincorporated issuers, the words
controlling persons
shall mean any person selling a security,
					 or group of persons acting in concert in the sale of a security, who directly
					 or indirectly controls the activities of the issuer.
Director
- any director of a corporation or
					 any person performing similar functions with respect to any organization
					 whether incorporated or unincorporated.
Employee
- does not include a director,
					 trustee, or officer.
Equity Security
- any stock or similar
					 security; or any security convertible, with or without consideration, into such
					 a security; or carrying any warrant or right to subscribe to or purchase such a
					 security; or any such warrant or right.
Fiscal Year
- the annual accounting period
					 or, if no closing date has been adopted, the calendar year ending on December
					 31.
Majority-Owned Subsidiary
- a subsidiary,
					 50 percent of whose outstanding securities representing the right, other than
					 as affected by events of default, to vote for the election of directors, is
					 owned by the subsidiary's parent and/or one or more of the parent's other
					 majority-owned subsidiaries.
Material
- when used to qualify a
					 requirement for the furnishing of information as to any subject, limits the
					 information required to those matters as to which an average prudent investor
					 ought reasonably to be informed before purchasing the security
					 registered.
Officer
- a president, vice-president,
					 secretary, treasurer or principal financial officer, comptroller or principal
					 accounting officer, and any other person performing similar functions with
					 respect to any organization whether incorporated or unincorporated.
Parent
- a specified person is an affiliate
					 controlling such person directly, or indirectly through one or more
					 intermediaries.
Predecessor
- a person the major portion of
					 the business and assets of which another person acquired in a single
					 succession, or in a series of related successions, or in a series of related
					 successions in each of which the acquiring person acquired the major portion of
					 the business and assets of the acquired person.
Principal Underwriter
- an underwriter in
					 privity of contract with the issuer of the securities as to which he is
					 underwriter.
Promoter
- includes:
a. any person who, acting alone or in conjunction with one
					 or more other persons, directly or indirectly takes initiative in founding and
					 organizing the business or enterprise of an issuer;
b. any person who, in connection with the founding and
					 organizing of the business or enterprise of an issuer, directly or indirectly
					 receives in consideration of services or property, or both services and
					 property, 10 percent or more of any class of securities of the issuer or 10
					 percent or more of the proceeds from the sale of any class of securities.
					 However, a person who receives such securities or proceeds either solely as
					 underwriting commissions or solely in considerations of property shall not be
					 deemed a promoter within the meaning of this Paragraph if such person does not
					 otherwise take part in founding and organizing the enterprise.
Prospectus
- unless otherwise specified or
					 the context otherwise requires, the term
prospectus
means a
					 prospectus meeting the requirements of the act, and any rule or order issued by
					 the Louisiana Commissioner of Securities.
Registrant
- the issuer of the securities
					 which are the subject matter of an application for registration or a
					 report.
Share
- a share of stock in a corporation
					 or unit of interest in an unincorporated person.
Significant Subsidiary
- a subsidiary
					 meeting any one of the following conditions:
a. the assets of the subsidiary, or the investments in and
					 advances to the subsidiary by its parent and the parent's other subsidiaries,
					 if any, exceed 15 percent of the assets of the parent and its subsidiaries on a
					 consolidated basis;
b. the subsidiary is the parent of one or more subsidiaries
					 and together with such subsidiaries would, if considered in the aggregate,
					 constitute a significant subsidiary.
Subsidiary
- a
subsidiary
of a specified person is an affiliate controlled by such person directly, or
					 indirectly.
Succession
- the direct acquisition of the
					 assets comprising a going business, whether by merger, consolidation, purchase,
					 or other direct transfer. The term does not include the acquisition of control
					 of a business, unless followed by the direct acquisition of its assets. The
					 terms
succeed
and
successor
have meanings
					 correlative to the foregoing.
Totally-Held Subsidiary
-a
					 subsidiary:
a. substantially all of whose outstanding securities are
					 owned by its parent and/or the parent's other totally-held subsidiaries;
					 and
b. which is not indebted to any person other than its
					 parent and/or the parent's other totally-held subsidiaries, in an amount which
					 is material in relation to the particular subsidiary, excepting indebtedness
					 incurred in the ordinary course of business which is not overdue and which
					 matures within one year from the date of its creation, whether evidenced by
					 securities or not.
Underwriter
- any person who has purchased
					 from an issuer with a view to, or offers or sells for an issuer in connection
					 with, the distribution of any security, or participates or has a direct or
					 indirect participation in any such undertaking, or participates or has a
					 participation in the direct or indirect underwriting of any such undertaking;
					 but such term shall not include a person whose interest is limited to a
					 commission from an underwriter or dealer not in excess of the usual and
					 customary distributors' or sellers' commissions. As used in this Paragraph, the
					 term
issuer
shall include, in addition to an issuer, any
					 person directly or indirectly controlling or controlled by the issuer, or any
					 person under direct or indirect common control with the issuer.
Voting Securities
- securities the holders
					 of which are presently entitled to vote for the election of directors.
AUTHORITY NOTE:
					 Promulgated in accordance with
					 R.S.
					 51:702.