What Is The SEC Definition Of An Affiliate?

The term “affiliate” is defined in Rule 405 under the Act as a “person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,” an issuer.



What is a control person securities?

Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.


What is the SEC definition of an affiliate?

The term “affiliate” is defined in Rule 405 under the Act as a “person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with,” an issuer.


What is a controlling share of stock?

Control stock gives control to the stockholder when larger and important decisions are being made. Shares with superior voting power, or vote weighting, are considered to be control stock. Control stock refers to equity shares owned by major shareholders of a publicly traded company.


What is beneficial name?

A beneficial owner is a person who enjoys the benefits of ownership though the property's title is in another name. Beneficial ownership is distinguished from legal ownership, though in most cases, the legal and beneficial owners are one and the same.


What does it mean to be a controlled person?

A controlling person is someone who attempts to maintain control, authority, and/or decision-making power over other people and situations. Controlling behavior can include everything from directly telling someone what they can or cannot do to more discreet methods like guilt-tripping, gaslighting, possessiveness.


What is the rule of 144?

Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time.


What are signs of a controlling person?

Here's a look at 12 signs that might suggest someone has a controlling personality.

  • They make you think everything's your fault.
  • They criticize you all the time.
  • They don't want you to see the people you love.
  • They keep score.
  • They gaslight you.
  • They create drama.
  • They intimidate you.
  • They're moody.


Can a control person be a company?

Company Control Person means each director, executive officer, promoter, and such other Persons as may be deemed in Control of the Company.


What does it mean to be under common control?

Under Common Control means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.


How do you account for common control transactions?

Common control transactions are generally accounted for by the receiving entity based on the nature of the transactions. For example, transactions involving the transfer of an asset (such as an unoccupied building) are accounted for by the receiving entity at historical carrying values.


What are affiliated entities?

Affiliated entity means a person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the owner or operator of a source.


What is a member affiliate?

Member Affiliate means, with respect to any Class A Member, Class B Member or Class C Member, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Member.


What is an affiliate of an issuer?

(1) An affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.


What is the difference between affiliate and non-affiliate?

Non-Affiliate means, for any specified Person, any other Person that is not an Affiliate of the specified Person. Affiliates means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person.


Is a contractor an affiliate?

Contractor Affiliate means any entity that now or hereafter owned by or under Common Control with Contractor.


What is common control mean?

Common Control means the power to direct or cause the direction of the management and policies of a person or an organization, whether by ownership of stock, voting rights, by contract, or otherwise.


What is considered common control?

“Common” control therefore exists where the performance of the described activities are controlled by one person or by a number of persons, corporations, or other organizational units acting together.


Leave a Reply