Series 79: Rule 145

Rule 145

Rule 145 provides that certain transactions are considered to be “offers” or “sales” of securities and therefore trigger the registration requirements of the Securities Act. Registration is required for any transaction that:

• • Is subject to a vote of shareholders of the corporation

and

• • Falls into any of the following categories:
• » A reclassification or exchange that involves the substitution of one security for another security (other than a stock split, reverse stock split, or change in par value)
• » A merger, consolidation, or acquisiti