New York Codes, Rules and Regulations › Title 11 - INSURANCE › Chapter I - GENERAL PROVISIONS › Part 7 - Sale Of Insurance Securities › Section 7.2 - Exemptions

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Pursuant to
				section 1204, the application of section 1204 with respect to the following
				securities and transactions is determined not to be necessary for the
				protection of the public and, accordingly, such securities and transactions are
				herewith exempted from the provisions of section 1204, except as provided in
				subdivisions (b) and (c) of this section:
(1)
				any security listed or approved for listing upon notice of issuance on the New
				York Stock Exchange, the American Exchange, the National Stock Exchange or such
				other stock exchanges as the superintendent may designate from time to time;
				any other security of the same issuer which is of senior or substantially equal
				rank; any security called for by subscription rights or warrants so listed or
				approved; or any warrant or right to purchase or subscribe to any of the
				foregoing;
(2) the issuance of
				securities in connection with a consolidation or other form of corporate
				reorganization or recapitalization, and the solicitation of proxies from
				stockholders in connection therewith, provided such solicitation is subject to
				the requirements of the Securities Exchange Act of 1934, the insurance laws of
				any State of the United States or any other law or regulation prescribing
				substantially similar requirements;
(3) the offer of, or proposal to sell, any
				security for which a registration statement has been filed under the Securities
				Act of 1933, and the sale of any such security;
(4) any transaction pursuant to an offer to
				existing security holders of the issuer or a company which controls, is
				controlled by or is under common control with the issuer, including persons who
				at the time of the transaction are holders of convertible securities,
				nontransferable warrants, or transferable warrants exercisable within not more
				than 90 days of their issuance, if no commission or other remuneration (other
				than a standby commission) is paid or given directly or indirectly for
				soliciting any security holder in this State, or if the issuer first files a
				notice specifying the terms of the offer and the superintendent does not by
				order disallow the exemption within the next five full business days;
(5) any offer or sale to a bank, savings
				institution, trust company, insurance company, investment company as defined in
				the Investment Company Act of 1940, pension or profit- sharing trust, or other
				financial institution or institutional buyer, whether the purchaser is acting
				for itself or in some fiduciary capacity;
(6) any transaction pursuant to an offer
				directed by the offeror to not more than 25 persons, exclusive of or in
				addition to those designated in paragraph (5) of this subdivision, in this
				State during any period of 12 consecutive months, whether or not the offeror or
				any of the offerees is then present in this State, if:
(i) the seller reasonably believes that all
				the buyers in this State are purchasing for investment; and
(ii) no commission or other remuneration is
				paid or given directly or indirectly for soliciting any prospective buyer in
				this State;
(7) any
				commercial paper (notes, drafts, bills of exchange or bankers' acceptances)
				which arises out of a current transaction or the proceeds of which have been or
				are to be used for current transactions, and which evidences an obligation to
				pay cash within nine months of the date of issuance, exclusive of days of
				grace, or any renewal of such paper which is likewise limited, or any guarantee
				of such paper or of any such renewal;
(8) the offer or sale of any security which
				is not made directly or indirectly by or for the benefit of the issuer thereof
				if either:
(i) Moody's, Standard and Poor's,
				Best's Insurance Reports, or any other recognized securities manual designated
				by the superintendent contains the names of the issuer's officers and
				directors, a balance sheet of the issuer as of a date within 18 months, and a
				profit and loss statement for either the fiscal year preceding that date or the
				most recent year of operations; or
(ii) the issuer of such security is required
				to file reports with the Securities and Exchange Commission pursuant to section
				13 of the Securities Exchange Act of 1934 or is exempt from the requirements of
				section 12(g) of that Act by reason of subsection (2)(G) thereof; and
(9) such other securities or
				transactions, or types of securities or transactions, as the superintendent may
				by order exempt on such terms and conditions as he or she deems appropriate to
				protect the public upon a finding that the application of section 1204 to such
				securities or transactions will cause unnecessary or unreasonable hardship and
				is not necessary to protect the public.