PART 211-INTERPRETATIVE RELEASES RELATING TO ACCOUNTING MATTERS (ACCOUNTING SERIES RELEASES)—Continued 21 32 2 2222 15 Mar. 16, 1940 Mar. 16, 1940 11 F.R. 10917. Do. 17 Mar. 18, 1940 19 Dec. 5, 1940 23 25 Mar. 14, 1941 26 Feb. 5, 1941 11 F.R. 10918. Do. 11 F.R. 10921. 11 F.R. 10922. 11 F.R. 10923. Do. Amendment of Rules 2-02 and 3-07 of Regulation S-X (17 CFR 210.2-02, Independence of accountants; indemnification by registrant. Interpretation of Rule 5-02 of Regulation S-X (17 CFR, 210.5-02) re- Disclosure to be given to certain types of provisions and conditions that Amendment of Rule 2-01 of Regulation S-X (17 CFR, 210.2-01); qualifica- Treatment in financial statements of post-war refunds of Federal excess Conditions under which companies reporting on Forms 10-K (17 CFR, Amendments to Rule 2-01 of Regulation S-X (17 CFR 210.2-01) regarding Treatment of premiums paid upon the redemption of preferred stock.. Presentation in financial statements of Federal income and excess profits Statement upon adoption of amendment of Rule 5-03 of Regulation S-X Proposed revision of Article 6 of Regulation S-X (17 CFR, Part 210) -- Independence of certifying accountants; compilation of representative PART 211-INTERPRETATIVE RELEASES RELATING TO ACCOUNTING MATTERS (ACCOUNTING SERIES RELEASES)-Continued Subject Statement of the Commission in regard to the wide variation of certificates Statement of the Commission showing circumstances in 7 cases where Statement by the Commission on the maintenance of records of transac- Opinion and statement of the Commission in regard to proper reporting Definition of “exchanged" in section 3(a) (9), for certain transactions. 230.150 Definition of "commission or other remuneration" in section 3(a) (9), for certain transactions. Definition of certain terms used in section 4(2) of the Act. Definition of "transactions by an issuer not involving any public offering" in section 4(2), for 230.151 230.152 certain transactions. 230.152a Offer or sale of certain fractional interest. 230.153 Definition of "preceded by a prospectus", as used in section 5(b) (2), in relation to certain transactions. 230.154 Definition of certain terms used in section 4(4). 230.155 230.156 230.161 Definition of "transactions by an issuer not involving any public offering" in section 4(2) of the Act for certain transactions with respect to convertible securities. Definition of "transaction by an issuer not involving any public offering" in section 4(2) of the Act for transactions exempted by rule 3c-3 under the Investment Company Act of 1940. Amendments to rules and regulations governing exemptions. Prohibition of use of certain financial statements. Disclosure detrimental to the national security. Consent to service of process to be furnished by non-resident brokers or dealers and by non-resident general partners or managing agents of brokers or dealers. AUTHORITY: §§ 230.100 to 230.174 issued under sec. 19, 48 Stat. 85, as amended; 15 U.S.C. 77s, unless otherwise noted. NOTE: In §§ 230.100 to 230.174, the numbers to the right of the decimal point correspond with the respective rule numbers in general rules and regulations adopted by the Securities and Exchange Commission under the Securities Act of 1933. CROSS REFERENCE: For regulations governing registration, see §§ 230.400-230.494. § 230.100 Definition of terms used in the rules and regulations. (a) As used in the rules and regulations prescribed in this part by the Securities and Exchange Commission pursuant to the Securities Act of 1933, unless the context otherwise requires: (1) The term "Commission" means the Securities and Exchange Commission. (2) The term "act" means the Securities Act of 1933. (3) The term "rules and regulations" refers to all rules and regulations adopted by the Commission pursuant to the act, including the forms and accompanying instructions thereto. (4) The term "registrant" means the issuer of securities for which a registration statement is filed. (5) The term "agent for service" means the person authorized in the registration statement to receive notices and communications from the Commission. (b) Unless otherwise specifically provided, the terms used in this part shall have the meanings defined in the act. (c) A rule in the general rules and regulations which defines a term without express reference to the act or to the rules and regulations or to a portion thereof defines such term for all purposes as used both in the act and in Except for material contracts or portions thereof accorded confidential treatment pursuant to § 230.485, all registration statements are available for public inspection, during business hours, at the principal office of the Commission in Washington, D.C. [19 F.R. 6727, Oct. 20, 1954] § 230.122 Nondisclosure of information obtained in the course of examinations and investigations. Information or documents obtained by officers or employees of the Commission in the course of any examination or investigation pursuant to section 8(e) or 20(a) (48 Stat. 80, 86; 15 U.S.C. 77h(e), 77t(a)) shall, unless made a matter of public record, be deemed confidential. Officers and employees are hereby prohibited from making such confidential information or documents or any other non-public records of the Commission available to anyone other than a member, officer, or employee of the Commission, unless the Commission authorizes the disclosure of such information or the production of such documents as not being contrary to the public interest. Any officer or employee who is served with a subpena requiring the disclosure of such information or the production of such documents shall appear in court and, unless the authorization described in the preceding sentence shall have been given, shall respectfully decline to disclose the information or produce the documents called for, basing his refusal upon this section. Any officer or employee who is served with such a subpena shall promptly advise the Commission of the service of such subpena, the nature of the information or documents sought, and any circumstances which may bear upon the desirability of making available such information or documents. [F.R. 2204, Sept. 22, 1937, as amended at 26 F.R. 3102, Apr. 12, 1961] § 230.130 Definition of "rules and regulations" as used in certain sections of the act. The term "rules and regulations" as used in sections 7, 10 (a), (c) and (d) and 19(a) of the act, shall include the forms for registration of securities under the act and the related instructions thereto. [21 F.R. 1046, Feb. 15, 1956] § 230.133 Definition for purposes of section 5 of the act of "sale", "offer", "offer to sell", and "offer for sale". (a) For purposes only of section 5 of the act, no "sale", "offer", "offer to sell", or "offer for sale" shall be deemed to be involved so far as the stockholders of a corporation are concerned where, pursuant to statutory provisions in the State of incorporation or provisions contained in the certificate of incorporation, there is submitted to the vote of such stockholders a plan or agreement for a statutory merger or consolidation or reclassification of securities, or a proposal for the transfer of assets of such corporation to another person in consideration of the issuance of securities of such other person or voting stock of a corporation which is in control as defined in section 368 (c) of the Internal Revenue Code of 1954, of such other person, under such circumstances that the vote of a required favorable majority (a) will operate to authorize the proposed transaction so far as concerns the corporation whose stockholders are voting (except for the taking of action by the directors of the corporation involved and for compliance with such statutory provisions as the filing of the plan or agreement with the appropriate State authority), and (b) will bind all stockholders of such corporation except to the extent that dissenting stockholders may be entitled, under statutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings. (b) Any person who purchases securities of the issuer from security holders of a constituent corporation with a view to, or offers or sells such securities for such security holders in connection with, a distribution thereof pursuant to any contract or arrangement, made in con |